UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10‑Q

(Mark One)

x ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~March 31,~~September 30, 2020

¨ ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________________ to ________________

Commission File Number: 333-227420

ICONIC BRANDS, INC.

(Exact name of registrant as specified in its charter)

Nevada		13-4362274
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

44 Seabro Avenue Amityville, NY		11701
(Address of principal executive offices)		(Zip Code)

(866) 219-8112

(Registrant’s telephone number, including area code)

N/A

Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of exchange on which registered
N/A		N/A		N/A

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x ☒ No ¨☐

Indicate by check mark whether the registrant has submitted electronically ~~and posted on its corporate Web site, if any,~~ every Interactive Data File required to be submitted ~~and posted~~ pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit ~~and post~~ such files). Yes x ☒ No ¨☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	¨☐	Accelerated filer	¨☐
Non-accelerated filer	x☒	Smaller reporting company	x☒
		Emerging growth company	¨☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ ☐ No x

~~Securities registered pursuant to Section 12(b) of the Act:~~

~~Title of~~ ~~each class~~

~~Trading~~ ~~Symbol(s)~~

~~Name of each exchange~~

~~on which registered~~

~~N/A~~

☒

As of ~~May 15,~~November 16, 2020, the registrant had ~~16,440,681~~17,448,881 shares of common stock, $0.001 par value per share, issued and outstanding.

ICONIC BRANDS, INC.

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION

ITEM 1	Financial Statements	F-1

ITEM 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	4

ITEM 3	Quantitative and Qualitative Disclosures About Market Risk	1113

ITEM 4	Controls and Procedures	1114

PART II – OTHER INFORMATION

ITEM 1	Legal Proceedings	1215

ITEM 1A	Risk Factors	1215

ITEM 2	Unregistered Sales of Equity Securities and Use of Proceeds	1215

ITEM 3	Defaults Upon Senior Securities	1215

ITEM 4	Mine Safety Disclosures	1215

ITEM 5	Other Information	1215

ITEM 6	Exhibits	1315

Signatures		1416

Certifications

- 2 -

Table of Contents

FORWARD-LOOKING STATEMENTS

Statements in this Quarterly Report on Form 10-Q may be “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of ~~1934.~~1934, as amended (the “Exchange Act”).

Forward-looking statements include, but are not limited to, statements that express our intentions, beliefs, expectations, strategies, predictions or any other statements relating to our future activities or other future events or conditions. These statements are often, but not always, made through the use of words or phrases such as “believe,” “will,” “expect,” “anticipate,” “estimate,” “intend,” “plan,” and “would.” These statements are based on current expectations, estimates and projections about our business based in part on assumptions made by management. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results may, and are likely to, differ materially from what is expressed or forecasted in the forward-looking statements due to numerous factors, including those set forth in “Item 1A. – Risk Factors” in our Annual Report on Form 10-K, and our other filings with the U.S. Securities and Exchange ~~Commission.~~Commission (the “SEC”).

You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Quarterly Report on Form 10-Q. Any forward-looking statements speak only as of the date on which they are made, and we disclaim any obligation to publicly update or release any revisions toof these forward-looking statements, whether as a result of new information, future events or otherwise, after the date of this Quarterly Report on Form 10-Q or to reflect the occurrence of unanticipated events, except as required by applicable law.

- 3 -

Table of Contents

~~PART~~ I ~~– FINANCIAL INFORMATION~~

~~ITEM 1. Financial Statements~~C

~~ICONIC BRANDS, INC.~~ONIC BRANDS, INC. AND SUBSIDIARIES

CONSOLIDATED ~~FINANCIAL STATEMENTS~~FINANCIAL STATEMENTS

Three and Nine Months Ended ~~March 31,~~September 30, 2020 and 2019

~~CONTENTS~~TABLE OF CONTENTS

~~FINANCIAL STATEMENTS~~	FINANCIAL STATEMENTS	Page(s)

Consolidated ~~Balance Sheets~~Balance Sheets as of ~~March 31, 2020,~~ September 30, 2020 andDecember 31, 2019			F-2

Consolidated ~~Statements~~Statements of ~~Operations~~Operations for ~~the~~the three and nine months ended ~~March 31,~~September 30, 2020 and 2019			F-3

Consolidated Statements of Changes in Stockholders’ Equity for the three and nine months ended ~~March 31,~~September 30, 2020 and 2019			F-4

Consolidated ~~Statements~~Statements of ~~Cash Flows~~ Cash Flows for ~~the three~~the nine months ended ~~March 31,~~September 30, 2020 and 2019			~~F-5~~	F-7

~~Notes to~~ Notes to Consolidated ~~Financial Statements~~Financial Statements			~~F-6 to F-25~~	F-8

F-1

Table of Contents

Iconic Brands, Inc. and Subsidiaries
Consolidated Balance Sheets

March 31,

December 31,

2020

2019

(Unaudited)

Assets

Current assets:

Cash and cash equivalents

$ 916,686

$ 263,638

Accounts receivable (less allowance for doubtful accounts of $26,513 and $26,513, respectively)

247,965

573,747

Inventories

638,144

573,800

Prepaid expenses

126,005

-

Total current assets

1,928,800

1,411,185

Right-of-use assets, less accumulated amortization of $148,317 and $125,921, respectively

114,440

136,836

Leasehold improvements, furniture, and equipment (less accumulated depreciation and amortization of $4,615 and $0, respectively)

24,093

20,000

Investment in and receivable from Can B Corp

1,000,000

1,000,000

Total assets

$ 3,067,333

$ 2,568,021

Liabilities and Stockholders' Equity

Current liabilities:

Current portion of operating lease liabilities

$ 84,286

$ 90,982

Accounts payable and accrued expenses

1,698,492

1,852,563

Loans payable to officer and affiliated entity-noninterest bearing and due on demand

29,744

45,131

Note payable

15,000

40,000

Total current liabilities

1,827,522

2,028,676

Non-current portion of operating lease liabilities

33,943

49,147

Total liabilities

1,861,465

2,077,823

Commitments and contingencies (Note 13)

Stockholders' equity:

Preferred stock, $.001 par value; authorized 100,000,000 shares:

Series A, 1 and 1 share issued and outstanding, respectively

1

1

Series E, 2,115,244 and 2,790,244 shares issued and outstanding, respectively

2,115

2,790

Series F ($1,000 per share stated value), 2965.75 and 3155.75 shares issued and outstanding, respectively

2,965,750

3,155,750

Series G ($1,000 per share stated value), 1475 and 0 shares issued and outstanding, respectively

1,475,000

-

Common stock, $.001 par value; authorized 200,000,000 shares, 15,985,681 and 14,576,681 shares issued and outstanding respectively

15,986

14,577

Additional paid-in capital

21,624,713

21,282,679

Accumulated deficit

(23,763,668 )

(22,925,748 )

Total Iconic Brands, Inc. stockholders’ equity

2,319,897

1,530,049

Noncontrolling interests in subsidiaries and variable interest entity

(1,114,029 )

(1,039,851 )

Total stockholders' equity

1,205,868

490,198

Total liabilities and stockholders' equity

$ 3,067,333

$ 2,568,021

Iconic Brands, Inc. and Subsidiaries
Consolidated Balance Sheets

	September 30,			December 31,
	2020			2019
	(Unaudited)
Assets

Current assets:
Cash and cash equivalents	$	499,100		$	263,638
Accounts receivable (less allowance for doubtful accounts of $84,766 and $26,513, respectively)		345,767			573,747
Inventories		689,224			573,800
Prepaid expenses		42,155			-

Total current assets		1,576,246			1,411,185

Right-of-use assets, less accumulated amortization of $194,037 and $125,921, respectively		68,720			136,836
Leasehold improvements, furniture, and equipment (less accumulated depreciation and amortization of $19,431 and $0, respectively)		20,277			20,000
Investment in and receivable from Can B Corp		-			1,000,000

Total assets	$	1,665,243		$	2,568,021

Liabilities and Stockholders' Equity

Current liabilities:
Current portion of operating lease liabilities	$	61,152		$	90,982
Accounts payable and accrued expenses		2,257,940			1,852,563
Loans payable to officer and affiliated entity-noninterest bearing and due on demand		24,063			45,131
Notes payable		28,458			40,000

Total current liabilities		2,371,613			2,028,676

Non-current portion of operating lease liabilities		11,597			49,147
Total liabilities		2,383,210			2,077,823
Commitments and contingencies (Note 13)

Stockholders' equity:
Preferred stock, $.001 par value; authorized 100,000,000 shares:
Series A, 1 and 1 share issued and outstanding, respectively		1			1
Series E, 2,115,224 and 2,790,224 shares issued and outstanding, respectively		2,115			2,790
Series F ($1,000 per share stated value), 2,413.75 and 3,155.75 shares issued and outstanding, respectively		2,413,750			3,155,750
Series G ($1,000 per share stated value), 1,475 and 0 shares issued and outstanding, respectively		1,475,000			-

Common stock, $.001 par value; authorized 200,000,000 shares, 17,268,881 and 14,576,681 shares issued respectively		17,269			14,577

Treasury stock, at cost – 1,000,000 shares common stock		(516,528	)		-

Additional paid-in capital		22,430,430			21,282,679

Accumulated deficit		(25,534,477	)		(22,925,748	)

Total Iconic Brands, Inc. stockholders’ equity		287,560			1,530,049

Noncontrolling interests in subsidiaries and variable interest entity		(1,005,527	)		(1,039,851	)

Total stockholders' equity		(717,967	)		490,198

Total liabilities and stockholders' equity	$	1,665,243		$	2,568,021

See notes to consolidated financial statements.

F-2

Table of Contents

Iconic Brands, Inc. and Subsidiaries
Consolidated Statements of Operations
(Unaudited)

~~Iconic Brands, Inc. and Subsidiaries~~

~~Consolidated Statements of Operations~~

~~(Unaudited)~~

Three Months
Ended
March 31,
2020

Three Months
Ended
March 31,
2019

Sales

$ 405,886

$ 121,913

Cost of Sales

252,426

81,435

Gross profit

153,460

40,478

Operating expenses:

Officers compensation

103,750

185,750

Professional and consulting fees

186,789

448,519

Royalties

15,964

75,188

Marketing and advertising

128,645

46,467

Occupancy costs

22,251

27,623

Travel and entertainment

19,469

64,269

Investor relations

361,689

84,003

Other

227,001

91,023

Total operating expenses

1,065,558

1,022,842

Operating loss

(912,098 )

(982,364 )

Net loss attributable to noncontrolling interests in subsidiaries and variable interest entity

74,178

309,697

Net loss attributable to Iconic Brands, Inc.

$ (837,920 )

$ (672,667 )

Net loss per common share – basic and diluted:

$ (0.05 )

$ (0.11 )

Weighted average common shares outstanding and to be issued to Escrow Agent:

Basic and diluted

15,416,710

6,159,404

	Three Months Ended September 30,						Nine Months Ended September 30,
	2020			2019			2020			2019

Sales	$	712,198		$	267,619		$	2,173,684		$	534,826
Cost of Sales		269,763			120,790			850,249			271,031
Gross profit		442,435			146,829			1,323,435			263,795

Operating expenses:
Officers compensation		103,750			103,750			311,250			393,250
Professional and consulting fees		330,282			147,048			792,205			1,014,133
Royalties		133,706			25,243			171,254			178,710
Marketing and advertising		322,479			305,222			597,652			389,103
Fulfillment		61,949			-			308,636			-
Occupancy costs		32,951			47,312			79,113			102,867
Travel and entertainment		1,281			92,400			20,471			236,114
Investor relations		(31,392	)		-			525,448			-
Provision for doubtful accounts		58,253			-			58,253			-
Other		67,077			430,023			547,089			715,654

Total operating expenses		1,080,336			1,150,998			3,411,371			3,029,831

Operating loss		(637,901	)		(1,004,169	)		(2,087,936	)		(2,766,036	)

Loss on investment in and receivable from Can B Corp		(557,307	)		-			(483,472	)		-

Net loss		(1,195,208	)		(1,004,169	)		(2,571,408	)		(2,766,036	)

Net loss (income) attributable to noncontrolling interests in subsidiaries and variable interest entity		(23,893	)		35,846			(37,321	)		435,939

Net loss attributable to Iconic Brands, Inc.	$	(1,219,101	)	$	(968,323	)	$	(2,608,729	)	$	(2,330,097	)

Net loss per common share – basic and diluted	$	(0.08	)	$	(0.08	)	$	(0.16	)	$	(0.24	)

Weighted average common shares
Outstanding and to be issued to Escrow Agent (as defined in Note 11) – basic and diluted		16,268,881			12,525,768			16,066,664			9,742,957

See notes to consolidated financial statements.

F-3

Table of Contents

Iconic Brands, Inc. and Subsidiaries

Consolidated Statements of Changes in Stockholders’ Equity

(Unaudited)

	Series A Preferred stock, $.001 par				Series C Preferred stock, $.001 par				Series D Preferred stock, $.001 par				Series E Preferred stock, $.001 par						Series F Preferred stock, $1,000 stated value per share						Series G Preferred stock, $1,000 stated value per share				Common Stock, $.001 par				Common Stock to be issued to Escrow Agent, $0.001 par						Treasury Stock						Additional Paid-in			Noncontrolling Interests in Subsidiaries and Variable Interest			Accumulated
	Shares		Amount		Shares		Amount		Shares		Amount		Shares			Amount			Shares			Amount			Shares		Amount		Shares		Amount		Shares			Amount			Shares			Amount			Capital			Entity			Deficit			Total
Nine Months Ended September 30, 2020

Balance at January 1, 2020		1	$	1		-	$	-		-	$	-		2,790,224		$	2,790			3,156		$	3,155,750			-	$	-		14,576,681	$	14,577		-			-			-			-		$	21,282,679		$	(1,039,851	)	$	(22,925,748	)	$	490,198
Sale of Series G Preferred stock and warrants		-		-		-		-		-		-		-			-			-			-			1,475		1,475,000		-		-		-			-			-			-			-			-			-			1,475,000
Placement agent fees and stock-based compensation		-		-		-		-		-		-		-			-			-			-			-		-		375,000		375		-			-			-			-			(150,375	)		-			-			(150,000	)
Issuance of common stock in exchange for Series E Preferred stock		-		-		-		-		-		-		(675,000	)		(675	)		-			-			-		-		270,000		270		-			-			-			-			405			-			-			-
Issuance of common stock in exchange for Series F Preferred stock		-		-		-		-		-		-		-			-			(190	)		(190,000	)		-		-		304,000		304		-			-			-			-			189,696			-			-			-
Issuance of common stock in exchange for services rendered and to be rendered		-		-		-		-		-		-		-			-			-			-			-		-		460,000		460		-			-			-			-			302,308			-			-			302,768
Net loss		-		-		-		-		-		-		-			-			-			-			-		-		-		-		-			-			-			-			-			(74,178	)		(837,920	)		(912,098	)

Balance at March 31, 2020		1		1		-		-		-		-		2,115,224			2,115			2,966			2,965,750			1,475		1,475,000		15,985,681		15,986		-			-									21,624,713			(1,114,029	)		(23,763,668	)		1,205,868

Issuance of common stock in exchange for Series F Preferred stock		-		-		-		-		-		-		-			-			(552	)		(552,000	)		-		-		883,200		883		-			-									551,117			-			-			-
Issuance of common stock in exchange for services		-		-		-		-		-		-		-			-			-			-			-		-		400,000		400		-			-									254,600			-			-			255,000
Net loss		-		-		-		-		-		-		-			-			-			-			-		-		-		-		-			-									-			87,606			(551,708	)		(464,102	)

Balance at June 30, 2020		1	$	1		-		-		-		-		2,115,224		$	2,115			2,414		$	2,413,750			1,475	$	1,475,000		17,268,881	$	17,269		-			-								$	22,430,430		$	(1,026,423	)	$	(24,315,376	)	$	996,766
Treasury stock acquired from Can B Corp		-		-		-		-		-		-		-			-			-			-			-		-		-		-		-			-			(1,000,000	)		(516,528	)		-			-			-			(516,528	)

Net loss		-		-		-		-		-		-		-			-			-			-			-		-		-		-		-			-			-			-			-			23,893			(1,219,101	)		(1,195,208	)

Adjustment		-		-		-		-		-		-		-			-			-			-			-		-		-		-		-			-			-			-			-			(2,997	)		-			(2,997	)

Balance at September 30, 2020		1	$	1		-		-		-		-		2,115,224		$	2,115			2,414		$	2,413,750			1,475	$	1,475,000		17,268,881	$	17,269		-			-			(1,000,000	)		(516,528	)	$	22,430,430		$	(1,005,527	)	$	(25,534,477	)	$	(717,967	)

Nine Months Ended September 30, 2019

Balance, January 1, 2019 (as previously reported)		1	$	1		1,000	$	1		10	$	-		6,602,994		$	6,603			-		$	-			-	$	-		5,440,312	$	5,440		534,203		$	534								$	18,798,438		$	(615,300	)	$	(21,233,083	)	$	(3,037,366	)

Cumulative effect adjustment relating to reduction of derivative liability on warrants, pursuant to ASU 2017-11		-		-		-		-		-		-		-			-			-			-			-		-		-		-		-			-									-			-			2,261,039			2,261,039

Balance, January 1, 2019 (as adjusted)		1		1		1,000		1		10		-		6,602,994			6,603			-			-			-		-		5,440,312		5,440		534,203			534									18,798,438			(615,300	)		(18,972,044	)		(776,327	)

Common stock issued to Escrow Agent		-		-		-		-		-		-		-			-			-			-			-		-		534,203		534		(534,203	)		(534	)								-			-			-			-
Sale of Series E Preferred stock and warrants in connection with Securities Purchase Agreement dated September 27, 2018		-		-		-		-		-		-		1,362,520			1,363			-			-			-		-		-		-		-			-			-			-			339,267			-			-			340,630

F-4

~~Iconic Brands, Inc. and Subsidiaries~~

~~Consolidated Statements of Changes in Stockholders’ Equity~~

~~(Unaudited)~~

Series A
Preferred
Stock,
$.001 par

Series C
Preferred
Stock,
$.001 par

Series D
Preferred
Stock,
$.001 par

Series E
Preferred
Stock,
$.001 par

Series F
Preferred
Stock,
$1,000
stated
value per share

Series G
Preferred
Stock,
$1,000
stated
value per share

Common Stock,
$.001 par

Common
Stock
to be
issued to
Escrow
Agent,
$0.001 par

Additional
Paid-in

Noncontrolling
Interests in
Sub-
sidiaries and
Variable
Interest

Accumulated

Shares

Amount

Shares

Amount

Shares

Amount

Shares

Amount

Shares

Amount

Shares

Amount

Shares

Amount

Shares

Amount

Capital

Entity

Deficit

Total

Three Months Ended March 31, 2020

Balance at January 1, 2020

1

$ 1

-

$ -

-

$ -

2,790,224

$ 2,790

3,156

$ 3,155,750

-

$ -

14,576,681

$ 14,577

-

-

$ 21,282,679

$ (1,039,851 )

$ (22,925,748 )

$ 490,198

Sale of Series G Preferred Stock and warrants

-

-

-

-

-

-

-

-

-

-

1,475

1,475,000

-

-

-

-

-

-

-

1,475,000

Placement agent fees and stock-based compensation

-

-

-

-

-

-

-

-

-

-

-

-

375,000

375

-

-

(150,375 )

-

-

(150,000 )
Issuance of common stock in exchange for Series E Preferred Stock

-

-

-

-

-

-

(675,000 )

(675 )

-

-

-

-

270,000

270

-

-

405

-

-

-

Issuance of common stock in exchange for Series F Preferred Stock

-

-

-

-

-

-

-

-

(190 )

(190,000 )

-

-

304,000

304

-

-

189,696

-

-

-

Issuance of common stock in exchange for services rendered and to be rendered

-

-

-

-

-

-

-

-

-

-

-

-

460,000

460

-

-

302,308

-

-

302,768

Net loss

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

(74,178 )

(837,920 )

(912,098 )

Balance at March 31, 2020

1

$ 1

-

-

-

-

2,115,224

$ 2,115

2,966

$ 2,965,750

1,475

$ 1,475,000

15,985,681

$ 15,986

-

-

$ 21,624,713

(1,114,029 )

$ (23,763,668 )

$ 1,205,868

Three Months Ended March 31, 2019

Balance, January 1, 2019 (as previously reported)

1

$ 1

1,000

$ 1

10

$ -

6,602,994

$ 6,603

-

$ -

-

$ -

5,440,312

$ 5,440

534,203

$ 534

$ 18,798,438

$ (615,300 )

$ (21,233,083 )

$ (3,037,366 )

Cumulative effect adjustment relating to reduction of derivative liability on warrants, pursuant to ASU 2017-11

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

2,261,039

2,261,039

Balance, January 1, 2019 (as adjusted)

1

1

1,000

1

10

-

6,602,994

6,603

-

-

-

-

5,440,312

5,440

534,203

534

18,798,438

(615,300 )

(18,972,044 )

(776,327 )

Common stock issued to Escrow Agent

-

-

-

-

-

-

-

-

-

-

-

-

534,203

534

(534,203 )

(534 )

-

-

-

-

Sale of Series E Preferred Stock and warrants in connection with Securities Purchase Agreement dated September 27, 2018

-

-

-

-

-

-

1,362,520

1,363

-

-

-

-

-

-

-

-

339,267

-

-

340,630

Issuance of common stock in connection with Settlement and Release Agreement dated February 7, 2019

-

-

-

-

-

-

-

-

-

-

-

-

120,000

120

-

-

91,080

-

-

91,200

Issuance of common stock in connection with Business Development Agreement dated March 15, 2019

-

-

-

-

-

-

-

-

-

-

-

-

150,000

150

-

-

199,350

-

-

199,500

Issuance of common stock in exchange for the surrender of Series C Preferred Stock on March 27, 2019

-

-

(1,000 )

(1 )

-

-

-

-

-

-

-

-

1,000,000

1,000

-

-

(999 )

-

-

-

Issuance of common stock in exchange for the surrender of Series D Preferred Stock on March 27, 2019

-

-

-

-

(10 )

-

-

-

-

-

-

-

1,000,000

1,000

-

-

(1,000 )

-

-

-

Adjustment

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

(1 )

-

258

257

Net income (loss)

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

(309,697 )

(672,667 )

(982,364 )

Balance, March 31, 2019

1

$ 1

-

$ -

-

$ -

7,965,514

$ 7,966

-

$ -

-

$ -

8,244,515

$ 8,244

-

$ -

$ 19,426,135

$ (924,997 )

$ (19,644,453 )

$ (1,127,104 )

	Series A Preferred stock, $.001 par				Series C Preferred stock, $.001 par						Series D Preferred stock, $.001 par					Series E Preferred stock, $.001 par						Series F Preferred stock, $1,000 stated value per share				Series G Preferred stock, $1,000 stated value per share				Common Stock, $.001 par				Common Stock to be issued to Escrow Agent, $0.001 par				Treasury Stock				Additional Paid-in			Noncontrolling Interests in Subsidiaries and Variable Interest			Accumulated
	Shares		Amount		Shares			Amount			Shares			Amount		Shares			Amount			Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Capital			Entity			Deficit			Total
Issuance of common stock in connection with Settlement and Release Agreement dated February 7, 2019		-		-		-			-			-			-		-			-			-		-		-		-		120,000		120		-		-						91,080			-			-			91,200
Issuance of common stock in connection with Business Development Agreement dated March 15, 2019		-		-		-			-			-			-		-			-			-		-		-		-		150,000		150		-		-						199,350			-			-			199,500
Issuance of common stock in exchange for the surrender of Series C Preferred stock on March 27, 2019		-		-		(1,000	)		(1	)		-			-		-			-			-		-		-		-		1,000,000		1,000		-		-						(999	)		-			-			-
Issuance of common stock in exchange for the surrender of Series D Preferred stock on March 27, 2019		-		-		-			-			(10	)		-		-			-			-		-		-		-		1,000,000		1,000		-		-						(1,000	)		-			-			-
Adjustment		-		-		-			-			-			-		-			-			-		-		-		-		-		-		-		-						(1	)		-			258			257
Net income (loss)		-		-		-			-			-	��		-		-			-			-		-		-		-		-		-		-		-						-			(309,697	)		(672,667	)		(982,364	)
Balance, March 31, 2019		1		1		-			-			-			-		7,965,514			7,966			-		-		-		-		8,244,515		8,244		-		-						19,426,135			(924,997	)		(19,644,453	)		(1,127,104	)

Issuance of common stock in exchange for Series E Preferred stock on April 23, 2019 and May 17, 2019		-		-		-			-			-			-		(1,473,398	)		(1,473	)		-		-		-		-		589,359		589		-		-						884			-			-			-
Exercise of warrants at $0.32 per share pursuant to Warrant Exercise Agreements dated May 9, 2019		-		-		-			-			-			-		-			-			-		-		-		-		960,000		960		-		-						306,240			-			-			307,200
Issuance of common stock in connection with Share Exchange Agreement dated April 17, 2019		-		-		-			-			-			-		-			-			-		-		-		-		2,000,000		2,000		-		-						1,248,000			-			-			1,250,000
Issuance of common stock in connection with Consulting Agreement dated April 15, 2019		-		-		-			-			-			-		-			-			-		-		-		-		50,000		50		-		-						94,950			-			-			95,000
Issuance of common stock in connection with Consulting Agreement dated May 23, 2019		-		-		-			-			-			-		-			-			-		-		-		-		250,000		250		-		-						389,750			-			-			390,000
Adjustment		-		-		-			-			-			-		-			-			-		-		-		-		-		-		-		-						-			-			(258	)		(258	)
Net income (loss)		-		-		-			-			-			-		-			-			-		-		-		-		-		-		-		-		-		-		-			(90,396	)		(689,107	)		(779,503	)
Balance, June 30, 2019		1	$	1		-		$	-			-		$	-		7,167,116		$	7,167			-	$	-		-	$	-		12,093,874	$	12,094		-	$	-		-		-	$	21,634,034		$	(1,015,393	)	$	(20,333,818	)	$	304,085

F-5

	Series A Preferred stock, $.001 par				Series C Preferred stock, $.001 par				Series D Preferred stock, $.001 par				Series E Preferred stock, $.001 par						Series F Preferred stock, $1,000 stated value per share						Series G Preferred stock, $1,000 stated value per share				Common Stock, $.001 par				Common Stock to be issued to Escrow Agent, $0.001 par				Treasury Stock				Additional Paid-in			Noncontrolling Interests in Subsidiaries and Variable Interest			Accumulated
	Shares		Amount		Shares		Amount		Shares		Amount		Shares			Amount			Shares			Amount			Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Capital			Entity			Deficit			Total
Sale of Series F Preferred stock and warrants in connection with Securities Purchase Agreement dated July 18, 2019		-		-		-		-		-		-		-			-			3,125			3,125,000			-		-		-		-		-		-		-		-		-			-			-			3,125,000
Placement agent commissions, expenses and stock-based compensation		-		-		-		-		-		-		-			-			-			-			-		-		781,250		781		-		-		-		-		(323,281	)		-			-			(322,500	)
Exchange of Series E Preferred stock for Series F Preferred stock		-		-		-		-		-		-		(2,725,000	)		(2,725	)		681			681,250			-		-		-		-		-		-		-		-		(678,525	)		-			-			-
Issuance of common stock in exchange for Series E Preferred stock		-		-		-		-		-		-		(1,000,000	)		(1,000	)		-			-			-		-		400,000		400		-		-						600			-			-			-
Issuance of common stock in exchange for Series F Preferred stock		-		-		-		-		-		-		-			-			(142	)		(142,000	)		-		-		227,200		227		-		-		-		-		14,773			-			-			-
Net income (loss)		-		-		-		-		-		-		-			-			-			-			-		-		-		-		-		-		-		-		-			(35,846	)		(968,323	)		(1,004,169	)
Balance, September 30, 2019		1	$	1		-	$	-		-	$	-		3,442,116		$	3,442			3,664		$	3,664,250			-	$	-		13,502,324	$	13,502		-	$	-		-		-	$	20,774,601		$	(1,051,239	)	$	(21,302,141	)	$	2,102,416

See notes to consolidated financial statements.

~~F-4~~F-6

Table of Contents

Iconic Brands, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

(Unaudited)

Three Months Ended
March 31,

2020

2019

Operating Activities:

Net loss attributable to Iconic Brands, Inc.

$ (837,920 )

$ (672,667 )
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:

Net loss attributable to noncontrolling interests in subsidiaries and variable interest entity

(74,178 )

(309,697

Issuance of note payable to consultant

-

50,000

Stock-based compensation

243,081

290,700

Depreciation and amortization

4,615

-

Changes in operating assets and liabilities:

Accounts receivable

325,782

9,566

Inventories

(64,344 )

41,768

Prepaid expenses

(66,318 )

-

Accounts payable and accrued expenses

(153,575 )

220,754

Net cash used in operating activities

(622,857 )

(369,576 )

Investing Activities:

Leasehold improvements

-

-

Furniture and equipment

(8,708 )

-

Net cash used in investing activities

(8,708 )

-

Financing Activities:

Proceeds from sale of Series G Preferred Stock and warrants (net of placement agent fees of $150,000)

1,325,000

-

Proceeds from sale of Series E Preferred Stock and warrants

-

340,630

Repayment of note payable

(25,000 )

-

Loans payable to officer and affiliated entity

(15,387 )

-

Net cash provided by financing activities

1,284,613

340,630

Increase (decrease) in cash and cash equivalents

653,048

(28,946 )

Cash and cash equivalents, beginning of period

263,638

191,463

Cash and cash equivalents, end of period

$ 916,686

$ 162,517

SUPPLEMENTAL CASH FLOW INFORMATION:

Income taxes paid

$ -

$ -

Interest paid

$ -

$ -

NON-CASH INVESTING AND FINANCING ACTIVITIES:

Issuance of common stock in exchange for the surrender of Series C Preferred Stock and Series D Preferred Stock

$ -

$ 2,000

Issuance of common stock in exchange for Series E Preferred Stock

$ 270

$ -

Issuance of common stock in exchange for Series F Preferred Stock

$ 304

$ -

Issuance of common stock to Escrow Agent in connection with Settlement Agreement and Amended Settlement Agreement

$ -

$ 534

	Nine Months Ended September 30,
	2020				2019
Operating Activities:
Net loss attributable to Iconic Brands, Inc.	$	(2,608,729	)		$	(2,330,097	)
Adjustments to reconcile net income (loss) to net cash provided
by (used in) operating activities:
Net income (loss) attributable to noncontrolling interests in subsidiaries and variable interest entity		37,321				(435,939	)
Issuance of note payable to consultant		-				50,000
Stock-based compensation		537,800				775,700
Depreciation and amortization		19,431				-
Loss on investment in and receivable from Can B Corp		483,472				-
Changes in operating assets and liabilities:
Accounts receivable		227,980				(79,431	)
Inventories		(115,424	)			(460,878	)
Prepaid expenses		(22,187	)			-
Notes receivable from related parties of Green Grow Farms, Inc.		-				(287,700	)
Accounts payable and accrued expenses		403,116				359,473

Net cash used in operating activities		(1,037,220	)			(2,408,872	)

Investing Activities:
Leasehold improvements		(11,000	)			(15,000	)
Furniture and equipment		(8,708	)			-

Net cash used in investing activities		(19,708	)			(15,000	)

Financing Activities:
Proceeds from sale of Series G Preferred stock and warrants (net of placement agent fees of $150,000)		1,325,000				-
Proceeds from sale of Series F Preferred stock and warrants (net of placement agent fees of $322,500)		-				2,802,500
Proceeds from sale of Series E Preferred stock and warrants		-				509,380
Proceeds from exercise of warrants		-				307,200
Proceeds from note payable		28,458				-
Repayment of note payable		(40,000	)			-
Loans payable to officer and affiliated entity		(21,068	)			(16,369	)

Net cash provided by financing activities		1,292,390				3,602,711

Increase (decrease) in cash and cash equivalents		235,462				1,178,839

Cash and cash equivalents, beginning of period		263,638				191,463

Cash and cash equivalents, end of period	$	499,100			$	1,370,302

SUPPLEMENTAL CASH FLOW INFORMATION:
Income taxes paid	$	-		��	$	-
Interest paid	$	-			$	-

NON-CASH INVESTING AND FINANCING ACTIVITIES:

Issuance of common stock to Escrow Agent in connection with Settlement Agreement and Amended settlement Agreement	$	-			$	534

Exchange of Series E Preferred stock for Series F Preferred stock	$	-			$	681,250

Issuance of common stock in exchange for the surrender of Series C Preferred stock and Series D Preferred stock	$	-			$	2,000

Issuance of common stock in exchange for Series E Preferred stock	$	270			$	989

Issuance of common stock in exchange for Series F Preferred Stock	$	1,187			$	-

Purchase of treasury stock (1,000,000 shares of common stock) in connection with exchange of 543,714 shares of Can B Corp common stock	$	516,528			$	-
Issuance of common stock and note payable in connection with acquisition of 51% of Green Grow Farms, Inc.	$	-			$	1,450,000

See notes to consolidated financial statements.

~~F-5~~F-7

Table of Contents

Iconic Brands, Inc. ~~and Subsidiaries~~

Notes to Consolidated Financial Statements

~~Three months ended March 31,~~September 30, 2020 ~~and 2019~~

(Unaudited)

1. ORGANIZATION AND NATURE OF BUSINESS

Iconic Brands, Inc., formerly Paw Spa, Inc. (“~~Iconic Brands” or “Iconic”~~Iconic”), was incorporated in the State of Nevada on October 21, 2005. Effective December 31, 2016, Iconic closed on a May 15, 2015 agreement to acquire a 51% interest in BiVi LLC (“BiVi”), the brand owner of “BiVi 100 percent Sicilian Vodka,” and closed on a December 13, 2016 agreement to acquire a 51% interest in Bellissima Spirits LLC (“Bellissima”), the brand owner of Bellissima sparkling wines. These transactions involved entities under common control ~~of the Company’s~~with Iconic’s chief executive officer and represented a change in reporting entity. The financial statements of the Company (as defined in Note 2) have been retrospectively adjusted to reflect the operations of BiVi and Bellissima from their inception.

BiVi was organized in Nevada on May 4, 2015. Bellissima was organized in Nevada on November 23, 2015.

Effective May 9, 2019, Iconic closed on a ~~May 9, 2019 Share Exchange Agreement~~share exchange agreement to acquire a 51% interest in Green Grow Farms, Inc. (“Green Grow”), an entity organized on February 28, 2019 to grow hemp for CBD extraction. Effective December 31, 2019, Iconic sold its 51% interest in Green Grow ~~Farms, Inc.~~ to Can B Corp (“CANB”) (see Note 3).

Reverse Stock Split

Effective January 18, 2019, the Company effectuated a 1 share for 250 shares reverse stock split which reduced the issued and outstanding shares of common stock atas of December 31, 2018 from 1,359,941,153 shares to 5,439,765 shares. The accompanying financial statements have been retrospectively adjusted to reflect this reverse stock split.

2. ~~SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES~~SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a) Principles of Consolidation

The consolidated financial statements include the accounts of Iconic, its two 51% owned subsidiaries, BiVi and Bellissima, and United Spirits, Inc. (“United”), a variable interest entity of Iconic (see Note 6) (collectively, the “Company”). All inter-company balances and transactions have been eliminated in consolidation.

(b) Interim Financial Statements

The interim financial statements as of ~~March 31,~~September 30, 2020 and for the three and nine months ended ~~March 31,~~September 30, 2020 and 2019 are unaudited and have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. These statements reflect all normal and recurring adjustments that, in the opinion of management, are necessary for a fair presentation of the information contained herein. Operating results for the three and nine months ended ~~March 31,~~September 30, 2020 are not necessarily indicative of results that may be expected for the year ending December 31, 2020.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the ~~Unites~~United States have been condensed or omitted pursuant to the Securities and Exchange Commission's rules and regulations. These unaudited financial statements should be read in conjunction with ~~our~~the Company’s audited financial statements and notes thereto for the year ended December 31, 2019, as included in ~~our~~its Annual report on Form 10-K.

~~F-6~~

~~Table of Contents~~

~~Iconic Brands, Inc. and Subsidiaries~~

~~Notes to Consolidated Financial Statements~~

~~Three months ended March 31, 2020 and 2019~~

(c) Use of ~~Estimates~~Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities atas of the dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.

F-8

Table of Contents

~~(d) Fair Value~~(d) Fair Value of ~~Financial Instruments~~Financial Instruments

~~Generally accepted accounting principles require disclosing~~ Generallyaccepted accountingprinciples requiredisclosure ofthe ~~fair value~~fair value, to the extentpracticable, offinancial ~~instruments to the extent practicable for financial instruments which~~instruments that are ~~recognized~~recognized or ~~unrecognized~~unrecognized in ~~the balance sheet. The fair value~~ the balance sheet. The fair valueof the ~~financial instruments~~financial instruments disclosed ~~herein is~~herein are not ~~necessarily representative~~necessarilyrepresentative of the ~~amount that could~~amountsthat could be ~~realized~~realized or ~~settled,~~settled, nor ~~does~~do the ~~fair~~fair value ~~amount~~ amountsconsider the tax ~~consequences of realization~~consequences of realization or ~~settlement.~~settlement.

In ~~assessing~~assessing the ~~fair value~~fair value of ~~financial instruments, the Company~~financial instruments, the Company uses a ~~variety~~variety of ~~methods and assumptions,~~methods and assumptions, which ~~are based~~ are based on ~~estimates~~estimates of ~~market conditions and risks existing at the time. For certain instruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued expenses,~~market conditions and risks existing at the time. For certain instruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued expenses, loans payable to ~~officer~~officers and affiliated ~~entity,~~entities, and ~~note~~notes payable, it ~~was estimated~~was estimated that the ~~carrying amount approximated fair value because of the~~carrying amount approximated fair value because of the short ~~maturities~~maturities of these ~~instruments.~~instruments.

(e) Cash ~~and~~and Cash ~~Equivalents~~Equivalents

The ~~Company considers all liquid investments purchased~~ Company considers all liquid investments purchased with ~~original maturities~~original maturities of ~~ninety days or less to~~ninety days or less to be ~~cash equivalents.~~cash equivalents.

~~(f) Accounts Receivable, Net~~(f) Accounts Receivable, Net of ~~Allowance for Doubtful Accounts~~Allowance for Doubtful Accounts

The ~~Company extends unsecured credit~~ Company extends unsecured credit to ~~customers~~customers in the ~~ordinary course~~ordinary course of ~~business~~business but ~~mitigates~~mitigates risk ~~by performing credit checks and by actively pursuing past~~by performing credit checks and by actively pursuing past due ~~accounts.~~accounts. The ~~allowance for~~allowance for doubtful ~~accounts~~accounts is ~~based~~based on ~~customer historical experience and~~customer historical experience and the ~~aging~~aging of the ~~related accounts receivable. At March 31,~~related accounts receivable. As of September 30, 2020 and December 31, 2019, the allowance for doubtful accounts was ~~$26,513~~$84,766 and $26,513, respectively.

(g) Inventories

Inventories are stated at the lower of cost (first-in, first-out method) or market, with due consideration given to obsolescence and to slow moving items. Inventory ~~at March 31,~~as of September 30, 2020 and December 31, 2019 ~~consists~~consisted of cases of BiVi Vodka and cases of Bellissima sparkling wines purchased from ~~our~~the Company’s Italian suppliers, and cases of alcoholic beverages and packaging materials relating to ~~our~~the Company’s Hooters line of products introduced in August 2019.

~~F-7~~

~~Table of Contents~~

~~Iconic Brands, Inc. and Subsidiaries~~

~~Notes to Consolidated Financial Statements~~

~~Three months ended March 31, 2020 and 2019~~

(h(h) ~~Marketable Equity Securities~~

~~Marketable equity securities are recorded at fair value with unrealized gains and losses included in income. The Company has classified its investment in Can B Corp (see Note 3) as trading securities.~~

(i~~) Revenue Recognition~~ Revenue Recognition

In May 2014, the ~~FASB~~Federal Accounting Standards Board (“FASB”) issued ~~ASU~~Accounting Standards Update (“ASU”) 2014-09 “Revenue from Contracts with Customers” (Topic 606) which ~~establishes~~established revenue recognition standards. ASU 2014-19 was effective for annual reporting periods beginning after December 15, 2017. WeThe Company adopted ASU 2014-09 effective January 1, 2018. ASU 2014-09 has not had a significant effect on the Company’s financial position and results of operations.

~~Revenue from product sales is recognized when all~~Revenue from product sales is recognized when all of the ~~following criteria~~following criteria are met: (1) persuasive evidence of an arrangement exists, (2) the price is fixed or determinable, (3) collectability is reasonably assured, and (4) delivery has occurred. Persuasive evidence of an arrangement and fixed price criteria are ~~met: (1) persuasive evidence of an arrangement exists, (2)~~satisfied through purchase orders. Collectability criteria is satisfied through credit approvals. Delivery criteria is satisfied when the ~~price is fixed or determinable, (3) collectability is reasonably assured, and (4) delivery has occurred. Persuasive evidence of an arrangement and fixed price criteria~~products are ~~satisfied through purchase orders. Collectability criteria are satisfied through credit approvals. Delivery criteria are satisfied when the products are shipped to~~shipped to a ~~customer and title and~~customer and title and risk of loss ~~passes~~passes to the ~~customer~~customer in ~~accordance~~accordance with the ~~terms~~terms of ~~sale.~~sale. The Company ~~has~~has no ~~obligation~~obligation to ~~accept~~accept the ~~return of products~~return of products sold other ~~than~~than for ~~replacement~~replacement of ~~damaged products. Other than quantity price~~damaged products. Other than quantity price discounts ~~negotiated~~negotiated with ~~customers prior~~customers prior to ~~billing and delivery (which are reflected as~~billing and delivery (which are reflected as a ~~reduction~~reduction in ~~sales)~~sales), the ~~Company~~Company does not ~~offer any sales incentives~~offer any sales incentives or ~~other rebate arrangements~~other rebate arrangements to ~~customers.~~customers.

F-9

Table of Contents

((i~~j) Shipping and Handling Costs~~)Shipping and Handling Costs

Shipping and handling costs to deliver product to customers are reported as operating expenses in the accompanying statements of operations. Shipping and handling costs to purchase inventory are capitalized and expensed to cost of sales when revenue is recognized on the sale of product to customers.

(k(j) ~~Stock-Based Compensation~~Stock-Based Compensation

~~Stock-based compensation~~ Stock-basedcompensationisaccountedfor at ~~fair~~ fairvaluein ~~accordance~~accordance with ~~Accounting Standards Codification (“ASC”~~Accounting StandardsCodification(“ASC”)Topic718, ~~“Compensation-Stock Compensation”~~“Compensation-StockCompensation”. For the three and nine months ended ~~March 31,~~September 30, 2020, stock-based compensation was $19,968 and $537,800, respectively. For the three and nine months ended September 30, 2019, stock-based compensation was ~~$243,081~~$0, and ~~$290,700,~~$775,700, respectively.

((k~~l) Income Taxes~~) Income Taxes

Income taxes are accounted for under the assets and ~~liability~~liabilities method. Current income taxes are provided in accordance with the laws of the respective taxing authorities. Deferred income taxes are provided for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is not more likely than not that some portion or all of the deferred tax assets will be realized.

~~F-8~~

~~Table of Contents~~

~~Iconic Brands, Inc. and Subsidiaries~~

~~Notes to Consolidated Financial Statements~~

~~Three months ended March 31, 2020 and 2019~~

(m)(l) Net Income (Loss) per Share

Basic ~~net~~ net income (loss) ~~per common share~~per common share is ~~computed~~computed on the ~~basis~~basis of ~~the weighted average~~the weighted average number of ~~common shares~~common shares outstanding and to be issued to Escrow Agent (see Note 11) ~~during~~during the ~~periods~~periods presented.

~~Diluted net income (loss) per common share~~Diluted net income (loss) per common share is ~~computed~~computed on the ~~basis~~basis of ~~the weighted average number~~the weighted average number of ~~common shares and~~ common shares to be issued to Escrow Agent (see Note 11) ~~and dilutive securities (such as~~and dilutive securities (such as stock ~~options, warrants, and convertible securities) outstanding. Dilutive securities having an anti-dilutive effect~~options, warrants, and convertible securities) outstanding. Dilutive securities having an anti-dilutive effect on ~~diluted net~~diluted net income ~~(loss) per share are excluded from~~(loss) per share are excluded from the ~~calculation.~~calculation.

~~(n)~~(m) Recently ~~Issued Accounting Pronouncements~~Issued Accounting Pronouncements

Effective January 1, 2019, wethe Company adopted ASU 2016-2 (Topic 842), which establishes a new lease accounting model for lessees. Under the new guidance, lessees are required to recognize right of use assets and liabilities for most leases having terms of 12 months or more. WeThe Company adopted this new accounting guidance using the effective date transition method, which permits entities to apply the new lease standards using a modified retrospective transition approach at the date of adoption. As such, historical periods will continue to be measured and presented under the previous guidance while current and future periods are subject to this new accounting guidance. Upon adoption wethe Company recorded a total of $223,503 for right-of-use assets related to ~~our~~its two operating leases (see Note 13g) and a total of $223,503 for lease liabilities.

On July 13, 2017, the ~~Financial Accounting Standards Board (FASB)~~FASB issued ~~Accounting Standards Update (“ASU”)~~ASU 2017-11. Among other things, ASU 2017-11 provides guidance that eliminates the requirement to consider “down round” features when determining whether certain financial instruments or embedded features are indexed to an entity’s stock and need to be classified as liabilities. ASU 2017-11 provides for entities to recognize the effect of a down round feature only when it is triggered and then as a dividend and a reduction to income available to common stockholders in basic earnings per share. The guidance is effective for annual periods beginning after December 15, 2018; early adoption is permitted. Accordingly, effective January 1, 2019, the Company reflected a $2,261,039 reduction of the derivative liability on warrants (see Note 10) and a $2,261,039 cumulative effect adjustment reduction of accumulated deficit.

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Table of Contents

~~Certain~~

Certain other ~~accounting pronouncements have been issued by~~accounting pronouncements have been issued by the FASB and other standard setting organizations which are not yet effective and have not yet been adopted by the ~~FASB and other standard setting organizations which are not yet effective and have not yet been adopted by~~Company. The impact on the ~~Company. The impact~~ Company’s financial position ~~the Company’s financial position and results~~and results of ~~operations from adoption~~operations from adoption of these ~~standards~~standards is not ~~expected~~expected to be ~~material.~~material.

~~(o)~~(n) Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The Company has sustained significant net losses which have resulted in an accumulated deficit ~~at March 31,~~as of September 30, 2020 of ~~$23,763,668~~$25,534,477 and has experienced periodic cash flow difficulties, all of ~~which~~that raise substantial doubt regarding the Company’s ability to continue as a going concern.

Continuation of the Company as a going concern is dependent upon obtaining additional working capital and attaining profitable operations. The management of the Company has developed a strategy ~~which~~that it believes will accomplish these objectives and ~~which~~that will enable the Company to continue operations for the coming year. However, there is no assurance that these objectives will be met. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from the outcome of this uncertainty.

~~F-9~~

~~Table of Contents~~

~~Iconic Brands, Inc. and Subsidiaries~~

~~Notes to Consolidated Financial Statements~~

~~Three months ended March 31, 2020 and 2019~~

3. DISCONTINUED OPERATIONS AND LOSS ON INVESTMENT IN AND RECEIVABLE FROM CAN B CORP.

Effective December 31, 2019, the Company sold its 51% equity interest in Green Grow Farms, Inc. (“Green Grow”) to ~~Can B Corp.~~CANB. in exchange for 37,500,000 shares of Can B Corp. common stock and a Can B Corp. obligation to issue additional shares (“Additional Purchases Shares”) of Can B Corp. common stock to the Company on June 30, 2020 in such number so that the aggregate value of the aggregate shares issued to the Company ~~equals~~equaled $1,000,000. WeThe Company acquired this equity interest on May 9, 2019 in exchange for a $200,000 note payable to NY Farms Group Inc. and 2,000,000 shares of Company common stock valued at $1,250,000.

Effective March 6, 2020, CANB effected a 1 share for 300 shares reverse stock split resulting in a reduction of the number of the Company’s shares of CANB common stock from 37,500,000 shares to 125,000 shares. On July 8, 2020, CANB delivered 418,714 additional shares of CANB common stock required under the December 31, 2019 agreement. The fair value of the 543,714 shares of CANB common stock at June 30, 2020 was $1,073,835 and the Company recognized an unrealized gain of $73,835 in the quarterly period ended June 30, 2020.

On July 29, 2020, the Company executed an exchange agreement with CANB and delivered the 543,714 shares of CANB common stock to CANB in exchange for CANB’s delivery of 1,000,000 shares of common stock to the Company. The July 29, 2020 closing price of CANB common stock was $0.95 per share. In the balance sheet as of September 30, 2020, the Company recorded treasury stock in the amount of $516,528. The Company recognized a loss of $557,307 from the Company’s investment in CANB common stock.

4. ~~INVESTMENT~~INVESTMENT IN BIVI ~~LLC~~LLC

On ~~May~~ May15, 2015, Iconic ~~entered into~~entered into a ~~Securities Exchange Agreement by and among~~ securities exchangeagreement withthe ~~members~~members ofBiVi ~~LLC,~~LLC, a ~~Nevada limited liability company (“BiVi”~~Nevadalimited liabilitycompany(“BiVi”), ~~under which~~underwhich Iconic ~~acquired~~ acquireda51% ~~majority interest~~ majorityin ~~BiVi in exchange for~~ terest in BiVi in exchange forthe ~~issuance~~issuance of ~~(a)~~(a) 4,000 ~~shares~~shares of ~~restricted common~~common stock and (b) 1,000 shares of newly-created Series C ConvertiblePreferred stock ~~and (b) 1,000 shares of newly created Series C Convertible Preferred Stock.~~.

Prior to May 15, 2015, BiVi was ~~beneficially owned and controlled by Richard DeCicco,~~beneficiallyowned and controlled byRichard DeCicco, the controlling ~~shareholder~~shareholder and chief executive officer of ~~Iconic Brands, Inc.~~Iconic.

5. ~~INVESTMENT~~INVESTMENT IN BELLISSIMA SPIRITS LLC

On December 13, 2016, Iconic entered into a ~~Securities Purchase Agreement~~securities purchase agreement with Bellissima Spirits LLC (“Bellissima”) and Bellissima’s members under which Iconic acquired a 51% majority interest in Bellissima in exchange for the issuance of a total of 10 shares of ~~newly designated~~newly-designated Iconic Series D Convertible Preferred ~~Stock.~~stock. Each share of Iconic Series D Convertible Preferred ~~Stock~~stock was convertible into the equivalent of 5.1% of Iconic common stock issued and outstanding at the time of conversion.

Prior to December 13, 2016, Bellissima was controlled by Richard DeCicco, the controlling shareholder and chief executive officer of ~~Iconic.~~the Company.

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Table of Contents

~~Iconic Brands, Inc. and Subsidiaries~~

~~Notes to Consolidated Financial Statements~~

~~Three months ended March 31, 2020 and 2019~~

6. UNITED SPIRITS, INC.

United ~~Spirits, Inc. (“United”)~~ is owned and managed by Richard DeCicco, the controlling shareholder and chief executive officer of ~~Iconic.~~the Company. United provides distribution services for Iconic, BiVi and Bellissima (see Note 13e) and is considered a variable interest entity (“VIE”) of Iconic. Since Iconic has been determined to be the primary beneficiary of United, ~~we have~~the Company included United’s assets, liabilities, and operations in the accompanying consolidated financial statements of ~~Iconic.~~the Company. Summarized financial information of United follows:

Balance Sheets:

March 31,
2020

December 31,
2019

Cash and cash equivalents

$ 647,742

$ 130,454

Intercompany receivable from Iconic (A)

-

56,495

Right-of-use asset

42,794

54,955

Total assets

$ 690,536

$ 241,904

Accounts payable and accrued expense

$ 190,321

$ 187,658

Loans payable to officer and affiliated entity

72,692

88,077

Intercompany payable to Iconic (A)

3,200

-

Intercompany payable to Bellissima (A)

794,156

317,722

Intercompany payable to BiVi (A)

66,876

66,876

Operating lease liability

42,794

54,955

Total Liabilities

1,170,039

715,288

Noncontrolling interest in VIE

(479,503 )

(473,384 )
Total liabilities and stockholders’ deficiency

$ 690,536

$ 241,904

Balance Sheets:	September 30, 2020			December 31, 2019

Cash and cash equivalents	$	489,312		$	130,454
Intercompany receivable from Iconic (A)		1,225,662			56,495
Right-of-use asset		17,545			54,955
Total assets	$	1,732,519		$	241,904

Accounts payable and accrued expenses	$	207,996		$	187,658
Loans payable to officer and affiliated entity		67,009			88,077
SBA Payroll Protection Program loan		28,458			-
Intercompany payable to Bellissima (A)		1,812,371			317,722
Intercompany payable to BiVi (A)		66,876			66,876
Operating lease liability		17,545			54,955
Total Liabilities		2,200,255			715,288
Noncontrolling interest in VIE		(467,736	)		(473,384	)
Total liabilities and stockholders’ deficiency	$	1,732,519		$	241,904

Three months ended
March 31,

Statements of operations:

2020

2019

Intercompany distribution income (A)

$ 3,125

$ 2,075

Royalty expense

-

63,750

Officers’ compensation

-

82,000

Other operating expenses – net

9,245

9,028

Total operating expenses

9,245

154,778

Net income (loss)

$ (6,120 )

$ (152,703 )

~~_______~~

~~(A) Eliminated in consolidation~~

	Nine months ended September 30,
Statements of operations:	2020		2019
Intercompany distribution income (A)	$	16,597	$	8,934

Royalty expense		-		127,500
Officers’ compensation		-		82,000
Other operating expenses – net		10,950		36,870
Total operating expenses		10,950		246,370
Net income (loss)	$	5,647	$	(237,436	)
(A) Eliminated in consolidation

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Table of Contents

~~Iconic Brands, Inc. and Subsidiaries~~

~~Notes to Consolidated Financial Statements~~

~~Three months ended March 31, 2020 and 2019~~

7. INVENTORIES

Inventories ~~consist~~consisted of:

	March 31, 2020		December 31, 2019		September 30, 2020		December 31, 2019
Finished goods:
Hooters brands	$	318,968	$	286,123	$	281,950	$	286,123
Bellissima brands		234,330		199,580		322,869		199,580
BiVi brands		47,880		48,132		47,439		48,132
Total finished goods		601,178		533,835		652,258		533,835

Raw materials:
Hooters brands		36,966		39,965		36,966		39,965
Total raw materials		36,966		39,965		36,966		39,965

Total	$	638,144	$	573,800	$	689,224	$	573,800

8. ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses ~~consist~~consisted of:

	March 31, 2020		December 31, 2019		September 30, 2020		December 31, 2019
Accounts payable	$	539,260	$	737,850	$	929,111	$	737,850
Accrued officers compensation		837,800		813,050		851,300		813,050
Accrued royalties		311,006		295,042		466,296		295,042
Other		10,426		6,621		11,233		6,621
Total	$	1,698,492	$	1,852,563	$	2,257,940	$	1,852,563

9. ~~NOTE~~NOTES PAYABLE

~~Note~~Notes payable ~~consists~~consisted of:

March 31,
2020

December 31,
2019

Amount due to a former Bellissima consultant pursuant to a Settlement and Release Agreement dated February 7, 2019, due December 31, 2019

$ 15,000

$ 40,000

Total

$ 15,000

$ 40,000

	September 30, 2020		December 31, 2019
Small Business Administration Payroll Protection Program forgivable loan payable	$	28,458	$	-
Amount due to a former Bellissima consultant pursuant to a Settlement and Release Agreement dated February 7, 2019, due December 31, 2019		-		40,000
Total	$	28,458	$	40,000

10. DERIVATIVE LIABILITY ON WARRANTS

From September 2017 to November 2017, in connection with the sale of a total of 480,000 shares of common stock, the Company issued a total of 480,000 Common Stock Purchase Warrants ~~(the “Warrants”)~~ to the respective investors. The ~~Warrants~~warrants were exercisable ~~into ICNB~~to purchase common stock at a price of $2.50 per share, ~~were to~~ expire five years from date of issuance and contained “down round” price protection.

Effective May 21, 2018, in connection with the sale of a total of 120,000 shares of Series E Preferred ~~Stock,~~stock, the Company issued a total of 480,000 ~~Warrants~~warrants to four investors. These warrants were exercisable ~~into ICNB~~to purchase common stock at a price of $2.50 per share, ~~were to~~ expire five years from date of issuance and contained “down round” price protection.

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The down round provision of the above ~~Warrants~~warrants required a reduction in the exercise price if there were future issuances of common stock equivalents at a lower price than the $2.50 exercise price of the ~~Warrants.~~warrants. Accordingly, wethe Company recorded the $2,261,039 fair value of the ~~Warrants at~~warrants as of December 31, 2018, as a derivative liability.

Effective January 1, 2019 (see Note 2), the Company adopted ASU 2017-11 and reduced the $2,261,039 derivative liability on warrants atas of December 31, 2018 to $0 and recognized a $2,261,039 cumulative effect adjustment reduction of accumulated deficit.

~~F-12~~

~~Table of Contents~~

~~Iconic Brands, Inc. and Subsidiaries~~

~~Notes to Consolidated Financial Statements~~

~~Three months ended March 31, 2020 and 2019~~

11. CAPITAL STOCK

Preferred ~~Stock~~stock

The one share of Series A ~~Preferred Stock,~~preferred stock, which was issued to Richard DeCicco on September 10, 2009, entitles the holder to two votes for every share of ~~Common Stock Deemed Outstanding~~common stock of the Company deemed outstanding and has no conversion or dividend rights.

The 1000 shares of Series C ~~Preferred Stock,~~preferred stock, which were issued to Richard DeCicco on May 15, 2015 pursuant to the ~~Securities Exchange Agreement~~securities exchange agreement (see Note 4) for the Company’s 51% investment in BiVi, entitled the holder in the event of a ~~Sale (as defined)~~sale to receive out of the proceeds of such ~~Sale~~sale (in whatever form, be it cash, securities, or other assets), a distribution from the Company equal to 76.93% of all such proceeds received by the Company prior to any distribution of such proceeds to all other classes of equity securities, including any series of preferred stock designated subsequent to this Series C ~~Preferred Stock.~~preferred stock. Effective March 27, 2019, pursuant to a ~~Preferred Stock Exchange Agreement,~~preferred stock exchange agreement, Mr. DeCicco exchanged the 1,000 shares of Series C ~~Preferred Stock~~preferred stock for 1,000,000 shares of Company common stock.

The 10 shares of Series D ~~Preferred Stock,~~convertible preferred stock, which were issued to Richard DeCicco and Roseann Faltings (5 shares each) on December 13, 2016 pursuant to the ~~Securities Purchase Agreement~~securities purchase agreement (See Note 5) for the Company’s 51% investment in Bellissima, entitled the holders to convert each share of Series D Preferred ~~Stock~~stock to the equivalent of 5.1% of the Company common stock issued and outstanding at the time of conversion. Effective March 27, 2019, pursuant to a ~~Preferred Stock Exchange Agreement,~~preferred stock exchange agreement, Mr. DeCicco and Ms. Faltings exchanged the 10 shares of Series D Preferred ~~Stock~~stock for 1,000,000 shares of Company common stock (500,000 shares each).

Effective May 21, 2018, the Company entered into ~~a Share Purchase Agreement~~an exchange agreement with the four investors who purchased 480,000 shares of common stock pursuant to a ~~Securities Purchase Agreement~~securities purchase agreement dated October 27, 2017. The ~~Exchange Agreement~~exchange agreement provided for the exchange of the 480,000 shares of common stock for 1,200,000 shares of Series E Preferred ~~Stock.~~stock. Each share of Series E ~~Preferred Stock~~convertible preferred stock is convertible into 0.4 shares of common stock, is entitled to (1) 0.4 votes on all matters to come before the common stockholders or shareholders generally, ~~is entitled to~~(2) dividends on an as-converted-to-common stock basis ~~is entitled to~~and (3) a distribution preference of $0.25 upon liquidation, and is not redeemable.

Also effective May 21, 2018, the Company sold a total of 1,200,000 shares of Series E Preferred ~~Stock~~stock and 480,000 warrants to the four investors referred to in the preceding paragraph for $300,000 cash pursuant to an ~~Amendment No. 1~~amendment to ~~Securities Purchase Agreement.~~the applicable securities purchase agreement.

Effective October 4, 2018, the Company closed on the first tranche of the ~~Securities Purchase Agreement~~securities purchase agreement, dated September 27, 2018 with nine (9) accredited investors for the sale of an aggregate of 4,650,000 shares of ~~our~~the Company’s Series E convertible preferred stock and warrants to acquire 1,860,000 shares of ~~our~~the Company’s common stock (at an exercise price of $1.25 per share for a period of five years) for gross proceeds of $1,162,500. The first tranche sale was for 1,550,000 shares of ~~our~~ Series E ~~Preferred~~preferred stock and warrants to acquire 620,000 shares of ~~our~~ common stock for gross proceeds of $387,500.

As a condition to the closing of the first tranche, the Company entered into ~~Securities Exchange Agreements~~securities exchange agreements with holders of convertible notes totaling $519,499 who exchanged their convertible notes for an aggregate of 2,077,994 shares of ~~our~~the Company’s Series E Preferred stock plus warrants to acquire 831,198 shares of ~~our~~the Company’s common stock. Also, holders of convertible notes totaling $76,569 exchanged their notes for an aggregate of 122,510 shares of ~~our~~ common stock and holders of convertible notes totaling $90,296 were paid off with cash.

On November 30, 2018 and December 20, 2018, the Company received two payments of $71,875 and $71,875 respectively (totaling $143,750) in exchange for 287,500 and 287,500 shares of Series E Preferred ~~Stock~~stock (totaling 575,000 shares) respectively at $0.25 per share. These payments represented advance payments in connection with the second tranche of the Securities Purchase Agreement dated September 27, 2018, which closed on February 7, 2019.

~~F-13~~F-14

Table of Contents

~~Iconic Brands, Inc. and Subsidiaries~~

~~Notes to Consolidated Financial Statements~~

~~Three months ended March 31, 2020 and 2019~~

Effective February 7, 2019, the Company closed on the second tranche of the Securities Purchase Agreement dated September 27, 2018. The Company received the remaining $243,750 (of the $387,500 total second tranche proceeds) and issued the investors the remaining total of 975,000 shares of Series E Preferred ~~Stock~~stock (of the 1,550,000 total second tranche shares) and warrants to acquire 620,000 shares of ~~our~~the Company’s common stock.

On February 12, 2019 and March 18, 2019, the Company received two payments of $71,880 and $25,000 respectively (totaling $96,880) in exchange for 287,520 and 100,000 shares of Series E Preferred ~~Stock~~stock (totaling 387,520 shares) respectively at $0.25 per share. These payments represent advance payments in connection with the third tranche of the Securities Purchase Agreement dated September 27, 2018. Closing of the third tranche of $387,500 has not occurred.

On April 25, 2019 and September 4, 2019, the Company received payments of $71,875 and $96,875 respectively (totaling $168,750) in exchange for 287,500 and 387,500 shares of Series E Preferred ~~Stock~~stock (totaling 675,000 shares) respectively at $0.25 per share. These payments represent advance payments in connection with the third tranche of the Securities Purchase Agreement dated September 27, 2018. Closing of the third tranche of $387,500 has not occurred.

On April 23, 2019, a holder converted 673,398 shares of Series E Preferred ~~Stock~~stock into 269,359 shares of ~~Iconic~~the Company’s common stock.

On May 17, 2019, a holder converted 800,000 shares of Series E Preferred ~~Stock~~stock into 320,000 shares of ~~Iconic~~the Company’s common stock.

On July 18, 2019, ~~Iconic~~the Company entered into Securities Purchase Agreements with certain accredited investors ~~(the “Investors”)~~ for the sale of an aggregate of 3,125 shares of ~~newly designated~~newly-designated Series F Convertible Preferred ~~Stock~~stock plus 5,000,000 warrants at a price of $1,000 per share of Series F Convertible Preferred ~~Stock~~stock or for a total of $3,125,000 (which was collected in full from July 18, 2019 to August 2, 2019). On August 2, 2019, ~~Iconic~~the Company paid $322,500 in commissions and expenses to the placement agent of this offering. Each share of Series F Convertible Preferred ~~Stock~~stock has a stated value of $1,000, is convertible into 1,600 shares of common stock (subject to adjustment under certain circumstances), has no voting rights, is entitled to dividends on an as-converted-to common stock basis, is entitled to a distribution preference of $1,000 upon liquidation, and is not redeemable. Each warrant is exercisable into one share of common stock at an exercise price of $0.625 per share (subject to adjustment under certain circumstances) for a period of five years from the date of issuance.

WeThe Company also entered into separate Registration Rights Agreements with the ~~Investors,~~purchasers of the Series F Preferred stock, pursuant to which the Company agreed ~~to undertake~~ to file a registration statement to register the resale of the shares of common stock underlying the Series F Convertible Preferred ~~Stock~~stock and ~~Warrants~~warrants within thirty (30) days following the closing date (the “Filing Date”), to cause such registration statement to be declared effective within 60 days following the earlier of (i) the date that the registration statement is filed with the Securities and Exchange Commission (the “SEC”) and (ii) the Filing Date, and to maintain the effectiveness of the registration statement until all of such shares of ~~Common Stock~~common stock have been sold or are otherwise able to be sold pursuant to Rule 144 under the Securities Act, without any restrictions. WeThe Company filed the Form S-1 registration statement on September 9, 2019 which was declared effective by the SEC on September 18, 2019. If ~~we fail~~the Company fails to maintain the effectiveness of the registration statement for the required time period, the Company is obligated to pay ~~the Investors~~ liquidated damages in the amount of 1% of their subscription amount, per month, until such event is satisfied.

~~F-14~~

~~Table of Contents~~

~~Iconic Brands, Inc. and Subsidiaries~~

~~Notes to Consolidated Financial Statements~~

~~Three months ended March 31, 2020 and 2019~~

Concurrently with the closing of the financing transaction described above, wethe Company entered into Securities Exchange Agreements with certain holders of ~~our~~the Company’s Series E Convertible Preferred ~~Stock~~stock and exchanged their 2,725,000 shares of Series E Convertible Preferred ~~Stock~~stock for an aggregate of 681.25 shares of ~~our~~the Company’s Series F Convertible Preferred ~~Stock.~~stock.

From July 26, 2019 to August 28, 2019, three holders converted a total of 1,000,000 shares of Series E Preferred ~~Stock~~stock into a total of 400,000 shares of ~~Iconic~~the Company’s common stock.

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Table of Contents

From September 19, 2019 to September 27, 2019, three holders converted a total of 14.20 shares of Series E Preferred ~~Stock~~stock into a total of 227,200 shares of ~~Iconic~~ common stock.

On October 25, 2019 and December 28, 2019, two holders converted a total of 651,892 shares of Series E Preferred ~~Stock~~stock into a total of 260,757 shares of ~~Iconic~~ common stock.

From October 2, 2019 to December 31, 2019, six holders converted a total of 508.50 shares of Series F Preferred ~~Stock~~stock into a total of 813,600 shares of ~~Iconic~~ common stock.

On January 12, 2020, the Company entered into securities purchase agreements with certain accredited investors for the sale of a total of 1,500 shares of Series G Convertible Preferred ~~Stock~~stock and warrants oto purchase 1,200,000 shares of ~~our~~ common stock for gross proceeds of $1,500,000 (of which $1,475,000 was collected on January 13, 2020 and January 14, 2020). Each share of Series G Convertible Preferred ~~Stock~~stock (designated on January 13, 2020) has a stated value of $1,000, is convertible into shares of common stock at a price of $1.25 per share (subject to adjustment under certain circumstances), has no voting rights, is entitled to dividends on an as-converted-to common stock basis, is entitled to a distribution preference of $1,000 upon liquidation, and is not redeemable. Each warrant is exercisable into one share of common stock at an exercise price of $1.25 per share (subject to adjustment under certain circumstances) for a period of five years from the date of issuance.

On February 12, 2020, February 13, 2020, and February 14, 2020, three holders converted a total of 675,000 shares of Series E Preferred ~~Stock~~stock into a total of 270,000 shares of ~~Iconic~~ common stock.

From January 16, 2020 to February 24, 2020, two holders converted a total of 190 shares of Series F Preferred ~~Stock~~stock into a total of 304,000 shares of ~~Iconic~~common stock.

On May 29, 2020 and June 5, 2020, four holders converted a total of 552 shares of Series F Preferred stock into a total of 883,200 shares of common stock.

Common Stock

On March 28, 2017, the Company executed a Settlement Agreement and Release (the “Settlement Agreement”) with 4four holders of convertible notes payable. Notes payable and accrued interest totaling $892,721 were satisfied through the Company’s agreement to irrevocably reserve a total of 1,931,707 shares of its common stock and to deliver such shares in separate tranches to ~~the Escrow Agent~~Trillium Partners LP (the “Escrow Agent”) upon receipt of a conversion notice delivered by the Escrow Agent to the Company.

~~F-15~~

~~Table of Contents~~

~~Iconic Brands, Inc. and Subsidiaries~~

~~Notes to Consolidated Financial Statements~~

~~Three months ended March 31, 2020 and 2019~~

On May 5, 2017, the Company executed an Amended Settlement Agreement and Release (the “Amended Settlement Agreement”) replacing the Settlement Agreement and Release dated March 28, 2017 (see preceding paragraph). The Amended Settlement Agreement is with 5five holders of convertible notes payable (the 4four holders who were parties to the Settlement Agreement and Release dated March 28, 2017 and one additional holder) and provided for the satisfaction of notes payable and accrued interest totaling $1,099,094 (a $206,373 increase from the $892,721 amount per the Settlement Agreement and Release dated March 28, 2017) through the Company’s agreement to irrevocably reserve a total of 2,452,000 shares of its common stock (a 520,293 shares increase from the 1,931,707 shares per the Settlement Agreement and Release dated March 28, 2017) and deliver such shares in separate tranches to the Escrow Agent upon receipt of a conversion notice delivered by the Escrow Agent to the Company.

In the quarterly period ended June 30, 2017, the Company issued an aggregate of 284,777 shares of its common stock to the Escrow Agent pursuant to the Amended Settlement Agreement. In the quarterly period ended September 30, 2017, the Company issued an aggregate of 253,333 shares of its common stock to the Escrow Agent pursuant to the Amended Settlement Agreement.

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Table of Contents

From September 2017 to November 2017, pursuant to a Securities Purchase Agreement dated October 27, 2017 (the “SPA”), the Company issued a total of 480,000 shares of its common stock and 480,000 warrants to four investors for a total of $300,000 cash. The ~~Warrants,~~warrants, which were exercised on May 8, 2019, ~~pursuant to Warrant Exercise Agreements,~~ were exercisable ~~into ICNB~~to purchase the Company’s common stock at a price of $2.50 per share, were to expire five years from date of issuance, and contained “down round” price protection (see Note 10).

On January 2, 2018, the Company issued 103,447 shares of its common stock to the Escrow Agent pursuant to the Amended Settlement Agreement.

On January 19, 2018, the Company issued 216,127 shares of its common stock to the Escrow Agent pursuant to the Amended Settlement Agreement.

On March 14, 2018, the Company issued 126,667 shares of its common stock to the Escrow Agent pursuant to the Amended Settlement Agreement.

On April 5, 2018, the Company issued 172,000 shares of its common stock to the Escrow Agent pursuant to the Amended Settlement Agreement.

On April 9, 2018, the Company issued 280,296 shares of its common stock to the Escrow Agent pursuant to the Amended Settlement Agreement.

On April 12, 2018, the Company issued 481,151 shares of its common stock to the Escrow Agent pursuant to the Amended Settlement Agreement.

On August 14, 2018, the Company issued 51,938 shares of its common stock in settlement of convertible notes payable and accrued interest payable totaling $32,461.

~~F-16~~

~~Table of Contents~~

~~Iconic Brands, Inc. and Subsidiaries~~

~~Notes to Consolidated Financial Statements~~

~~Three months ended March 31, 2020 and 2019~~

On September 7, 2018, the Company issued 70,572 shares of its common stock in settlement of convertible notes payable and accrued interest payable totaling $44,108.

Effective May 21, 2018, the Company entered into a Share Purchase Agreement with the four investors who purchased 480,000 shares of common stock pursuant to a Securities Purchase Agreement dated October 27, 2017. The Exchange Agreement provided for the exchange of the 480,000 shares of common stock for 1,200,000 shares of Series E Preferred ~~Stock.~~stock. Each share of Series E Preferred ~~Stock~~stock is convertible into 0.4 shares of common stock, is entitled to 0.4 votes on all matters to come before the common stockholders or shareholders generally, is entitled to dividends on an as-converted-to-common stock basis, is entitled to a distribution preference of $0.25 upon liquidation, and is not redeemable.

On January 16, 2019, the Company issued 436,125 shares of its common stock to the Escrow Agent pursuant to the Amended Settlement Agreement.

On January 24, 2019, the Company issued 98,078 shares of its common stock to the Escrow Agent pursuant to the Amended Settlement Agreement. This issuance completed the Company’s obligation to deliver shares of ~~our~~ common stock to the Escrow Agent.

On February 7, 2019, the Company agreed to issue 120,000 shares of its common stock (issued April 18, 2019) and a $50,000 note payable due December 31, 2019 to a former Bellissima consultant pursuant to a Settlement and Release Agreement. The $141,200 total fair value of the note ($50,000) and the 120,000 shares of common stock ($91,200) was expensed as consulting fees in the three months ended March 31, 2019.

On March 15, 2019, the Company agreed to issue 150,000 shares of its common stock (issued April 8, 2019) to a consulting firm entity pursuant to a Business Development Agreement. The $199,500 fair value of the 150,000 shares of common stock was expensed as consulting fees in the three months ended March 31, 2019.

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On March 27, 2019, the Company issued 1,000,000 shares of its common stock to Chief Executive Officer, Richard DeCicco, in exchange for the surrender of the 1,000 shares of Series C Preferred ~~Stock~~stock owned by Mr. DeCicco.

On March 27, 2019, the Company issued a total of 1,000,000 shares of its common stock (500,000 shares to Chief Executive Officer Richard DeCicco; 500,000 shares to Vice President Roseann Faltings) in exchange for the surrender of the 5five shares each of Series D Preferred ~~Stock~~stock owned by Mr. DeCicco and Ms. Faltings.

Effective April 15, 2019 the Company issued 50,000 shares of its common stock to a consulting firm entity pursuant to a Consulting Agreement. The $95,000 fair value of the 50,000 shares of ~~Iconic~~ common stock was expensed as consulting fees in the three months ended June 30, 2019.

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~~Table of Contents~~

~~Iconic Brands, Inc. and Subsidiaries~~

~~Notes to Consolidated Financial Statements~~

~~Three months ended March 31, 2020 and 2019~~

On April 23, 2019, a stockholder converted 673,398 shares of Series E Preferred ~~Stock~~stock into 269,359 shares of ~~Iconic~~ common stock.

On May 8, 2019, ~~Iconic~~the Company executed Warrant Exercise Agreements with four holders of Company warrants. The holders exercised a total of 960,000 warrants at an agreed price of $0.32 per share and paid the Company a total of $307,200. Pursuant to the Warrant Exercise Agreements, the holders were issued a total of 1,920,000 ~~New Warrants which~~new warrants that are exercisable into Company common stock at a price of $2.25 per share for a period of five years.

On May 9, 2019, ~~Iconic~~the Company closed on a Share Exchange Agreement ~~(the “Agreement”)~~ with Green Grow ~~Farms, Inc. (“Green Grow”)~~ and NY Farms Group Inc. ~~(“NY Farms”). Pursuant~~pursuant to which the ~~Agreement, Iconic~~Company acquired a 51% equity interest in Green Grow in exchange for (i) a note payable of $200,000 and (ii) 2,000,000 shares of Company common stock. Effective December 31, 2019, Iconic sold its 51% equity interest in Green Grow (see Note 3).

On May 17, 2019, a stockholder converted 800,000 shares of Series E Preferred ~~Stock~~stock into 320,000 shares of ~~Iconic~~ common stock.

Effective May 23, 2019, the Company issued 250,000 shares of its common stock to a consulting firm ~~entity~~ pursuant to a Consulting Agreement. The $390,000 fair value of the 250,000 shares of ~~Iconic~~ common stock was expensed as consulting fees in the three months ended June 30, 2019.

From July 26, 2019 to August 28, 2019, three holders converted a total of 1,000,000 shares of Series E Preferred ~~Stock~~stock into a total of 400,000 shares of ~~Iconic~~ common stock.

On September 3, 2019, the Company issued a total of 781,250 shares of common stock to the placement agent and five associated individuals for services relating to the offering of 3,125 shares of Series F Preferred ~~Stock which~~stock that concluded on August 2, 2019 (see Preferred ~~Stock~~stock above).

From September 19, 2019 to September 27, 2019, three holders converted a total of 14.2 shares of Series F Preferred ~~Stock~~stock into a total of 227,200 shares of ~~Iconic~~ common stock.

On October 25, 2019 and December 26, 2019, two holders converted a total of 651,892 shares of Series E Preferred ~~Stock~~stock into a total of 260,757 shares of ~~Iconic~~ common stock.

From October 2, 2019 to December 31, 2019, six holders converted a total of 508.50 shares of Series F Preferred ~~Stock~~stock into a total of 813,600 shares of ~~Iconic~~ common stock.

On January 22, 2020, the Company issued a total of 375,000 shares of its common stock to the placement agent and four associated individuals for services relating to the offering of 1,500 shares of Series G Preferred ~~Stock which~~stock that concluded on January 14, 2020 (see Preferred ~~Stock~~stock above).

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On January 22, 2020 and February 27, 2020, the Company issued a total of 160,000 shares of its common stock to an investor relations firm for services rendered to the Company. The $101,018 total fair value of the 160,000 shares of ~~Iconic~~ common stock on the respective dates of issuance was expensed as investor relations in the three months ended March 31, 2020.

~~F-18~~

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~~Iconic Brands, Inc. and Subsidiaries~~

~~Notes to Consolidated Financial Statements~~

~~Three months ended March 31, 2020 and 2019~~

On January 26, 2020, the Company issued 150,000 shares of its common stock to a consulting firm for services rendered to the Company. The $100,500 fair value of the 150,000 shares of ~~Iconic~~ common stock was expensed as consulting fees in the three months ended March 31, 2020.

On February 24, 2020, the Company issued 100,000 shares of its common stock to William Clyde Elliot II pursuant to an Endorsement Agreement dated February ~~___,~~15, 2020 (see Note 13h). The $67,500 fair value of the 100,000 shares of ~~Iconic~~ common stock was charged to prepaid expenses and is being expensed over the term of the Endorsement Agreement.

On February 24, 2020, the Company issued 50,000 shares of its common stock to a consulting firm for services rendered to the Company. The $33,750 fair value of the 50,000 shares of ~~Iconic~~ common stock was expensed as consulting fees in the three months ended March 31, 2020.

From January 16, 2020 to February 24, 2020, two holders converted a total of 190 shares of Series F Preferred ~~Stock~~stock into a total of 304,000 shares of ~~Iconic~~common stock.

On May 1, 2020, the Company issued 275,000 shares of its common stock to an investor relations firm for services rendered to the Company. The $167,750 fair value of the 275,000 shares of common stock was expensed as investor relations in the three months ended June 30, 2020.

On June 1, 2020, the Company issued 75,000 shares of its common stock to a consultant for services rendered to the Company. The $51,750 fair value of the 75,000 shares of common stock was expensed as consulting fees in the three months ended June 30, 2020.

On June 2, 2020, the Company issued 50,000 shares of its common stock to a consulting firm entity for services rendered to the Company. The $35,500 fair value of the 50,000 shares of common stock was expensed as consulting fees in the three months ended June 30, 2020.

On May 29, 2020 and June 5, 2020, four holders converted a total of 552 shares of Series F Preferred stock into a total of 883,200 shares of common stock.

Warrants

A summary of warrants activity for the period January 1, 2018 to ~~March 31,~~September 30, 2020 follows:

	Common shares Equivalent

Balance, January 1, 2018		534,000
Issued in the year ended December 31, 2018		2,361,198

Balance, December 31, 2018		2,895,198
Issued in the three months ended March 31, 2019		620,000

Balance, March 31, 2019		3,515,198

Exercise of warrants in connection with Warrant
Exercise Agreements dated May 8, 2019		(960,000	)

Issuance of ~~New Warrants~~new warrants in connection with
Warrant Exercise Agreements dated May 8, 2019		1,920,000

Balance, June 30, 2019		4,475,198
Issued in the three months ended September 30, 2019		5,000,000

Balance, September 30, 2019 and December 31, 2019		9,475,198
Issued in the three months ended March 31, 2020		1,180,000

Balance, March 31, 2020, June 30, 2020 and September 30, ~~2019 and December 31, 2019~~2020		10,655,198

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~~Iconic Brands, Inc. and Subsidiaries~~

~~Notes to Consolidated Financial Statements~~

~~Three months ended March 31, 2020 and 2019~~

Issued and outstanding warrants at ~~March 31,~~September 30, 2020 ~~consist~~consisted of:

Year Granted	Number Common Shares Equivalent		Exercise Price Per Share			Expiration Date	Number Common Shares Equivalent		Exercise Price Per Share			Expiration Date
2017		54,000	$	2.50		June 22, 2022 to June 30, 2022		54,000	$	2.50		June 22, 2022 to June 30, 2022
2018		400,000	$	0.625		March 28, 2021		400,000	$	0.625		March 28, 2021
2018		30,000	$	2.50		May 21, 2023		30,000	$	2.50		May 21, 2023
2018		831,198	$	1.25		September 20, 2023		831,198	$	1.25		September 20, 2023
2018		620,000	$	1.25	*	September 20, 2023		620,000	$	1.25	*	September 20, 2023
2019		620,000	$	1.25	*	February 7, 2024		620,000	$	1.25	*	February 7, 2024
2019		1,920,000	$	2.25	*	May 8, 2024		1,920,000	$	2.25	*	May 8, 2024
2019		5,000,000	$	0.625		August 2, 2024		5,000,000	$	0.625		August 2, 2024
2020		1,180,000	$	1.25		January 12, 2025		1,180,000	$	1.25		January 12, 2025

Total		10,655,198						10,655,198

~~___________~~

* These warrants contain a “down round” provision and thus the exercise price ~~is reduceable~~and reduced to $0.625 per share as a result of the Series F Preferred ~~Stock~~ f~~inancing~~ ~~which~~stock financing that closed on August 2, 2019.

Effective October 4, 2018, the Company closed on the first tranche of the Securities Purchase Agreement dated September 27, 2018 with nine ~~(9)~~ accredited investors for the sale of an aggregate of 4,650,000 shares of ~~our~~its Series E convertible preferred stock and warrants to acquire 1,860,000 shares of ~~our~~its common stock (at an exercise price of $1.25 per share for a period of five years) for gross proceeds of $1,162,500. The first tranche sale was for 1,550,000 shares of ~~our~~ Series E convertible preferred stock and warrants to acquire 620,000 shares of ~~our~~ common stock for gross proceeds of $387,500. The second tranche of $387,500 closed on February 7, 2019 and also was for 1,550,000 shares of ~~our~~ Series E convertible preferred stock and warrants to acquire 620,000 shares of ~~our~~ common stock.

On May 8, 2019, ~~Iconic~~the Company executed Warrant Exercise Agreements with four holders of Company warrants. The holders exercised a total of 960,000 warrants (which were acquired from September 2017 to November 2017 and on May 21, 2018) at an agreed price of $0.32 per share and paid the Company a total of $307,200. Pursuant to the Warrant Exercise Agreements, the holders were issued a total of 1,920,000 ~~New Warrants which~~new warrants that are exercisable into Company common stock at a price of $2.25 per share for a period of five years and contain “down round” price protection.

As discussed in Preferred ~~Stock~~stock above, the Company issued a total of 5,000,000 warrants to investors as part of the offering of 3,125 shares of Series F Preferred ~~Stock which~~stock that concluded on August 2, 2019. Each warrant is exercisable into one share of common stock at an exercise price of $0.625 per share for a period of five years from the date of issuance and contains “down round” price protection.

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As also discussed in Preferred ~~Stock~~stock above, the Company issued a total of 1,180,000 warrants to investors as part of the offering of 1,500 shares of Series G Preferred ~~Stock which~~stock that concluded on January 14, 2020. Each warrant is exercisable into one share of common stock at an exercise price of $1.25 per share for a period of five years from the date of issuance and contains “down round” price protection.

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~~Iconic Brands, Inc. and Subsidiaries~~

~~Notes to Consolidated Financial Statements~~

~~Three months ended March 31, 2020 and 2019~~

12. ~~INCOME TAXES~~INCOME TAXES

No ~~income taxes were recorded~~income taxes were recorded in ~~the~~the periods presented ~~since~~since the ~~Company~~Company had taxable ~~losses~~losses in these ~~periods.~~periods.

The provision for (benefit from) income taxes differs from the amount computed by applying the statutory United States federal income tax rate of 21% for the periods presented to income (loss) ~~from continuing operations~~ before income taxes.

The sources of the difference are as follows:

Three months ended
March 31,

2020

2019

Expected tax at 21%

$ (191,541 )

$ (206,296 )

Nondeductible stock-based compensation

51,047

61,047

Increase (decrease) in valuation allowance

140,494

145,249

Income tax provision

$ -

$ -

	Nine months ended September 30,
	2020			2019
Expected tax at 21%	$	(539,996	)	$	(580,868	)

Nontaxable loss on investment in and receivable from CAN B Corp.		101,529			-
Nondeductible stock-based compensation		112,938			162,897
Increase (decrease) in valuation allowance		325,529			417,971

Income tax provision	$	-		$	-

Significant components of the Company's deferred income tax assets ~~are~~were as follows:

March 31,

December 31,

2020

2019

Net operating loss carryforward

$ 4,435,577

$ 4,295,083

Less valuation allowance

(4,435,577 )

(4,295,083 )

Deferred income tax assets - net

$ -

$ -

	September 30, 2020			December 31, 2020

Net operating loss carryforward	$	4,620,612		$	4,295,083

Less valuation allowance		(4,620,612	)		(4,295,083	)

Deferred income tax assets - net	$	-		$	-

~~Based~~Based on ~~management’s present assessment,~~management’s present assessment, the ~~Company~~ Company has not yet determined that a deferred tax asset attributable to the future utilization of the net operating loss carryforward as of ~~March 31,~~September 30, 2020 and December 31, 2019 will be realized. Accordingly, the Company has maintained a 100% valuation allowance against the deferred tax asset in the financial statements at ~~March 31,~~September 30, 2020 and December 31, 2019. The Company will continue to review this valuation allowance and make adjustments as appropriate.

~~Current~~Current United ~~States income~~States income tax ~~laws limit~~laws limit the ~~amount~~amount of loss ~~available~~available to be ~~offset against~~offset against future taxable income when a substantial change in ownership occurs. Therefore, the amount available to offset future ~~taxable income when~~ taxa ~~substantial change~~ble in ~~ownership occurs. Therefore, the amount available to offset future taxable income may be limited.~~come may be limited.

All tax years remain subject to examination by major taxing jurisdictions.

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13. COMMITMENTS AND CONTINGENCIES

~~Iconic Brands, Inc. and Subsidiaries~~

~~Notes to Consolidated Financial Statements~~

~~Three months ended March 31, 2020 and 2019~~

~~13. COMMITMENTS AND CONTINGENCIES~~

a.a. Iconic Guarantees

On May 26, 2015, BiVi LLC (“BiVi”) entered into a License Agreement with Neighborhood Licensing, LLC (the “BiVi Licensor”), an entity owned by Chazz Palminteri (“Palminteri”), to use Palminteri’s endorsement, signature and other intellectual property owned by the BiVi Licensor. ~~Iconic~~The Company has agreed to guarantee and act as surety for BiVi’s obligations under certain sections of the License Agreement and to indemnify the BiVi Licensor and Palminteri against third party claims.

On November 12, 2015, Bellissima Spirits LLC (“Bellissima”) entered into a License Agreement with Christie Brinkley, Inc. (the “Bellissima Licensor”), an entity owned by Christie Brinkley (“Brinkley”), to use Brinkley’s endorsement, signature, and other intellectual property owned by the Bellissima Licensor. ~~Iconic~~The Company has agreed to guarantee and act as surety for Bellissima’s obligations under certain sections of the License Agreement and to indemnify the Bellissima Licensor and Brinkley against third party claims.

b. Royalty Obligations of BiVi and Bellissima

Pursuant to the License Agreement with the Bivi Licensor (see Note 13a. above), BiVi is obligated to pay the BiVi Licensor a Royalty Fee equal to 5% of monthly gross sales of BiVi Brand products payable monthly subject to an annual Minimum Royalty Fee of $100,000 in year 1, $150,000 in year 2, $165,000 in year 3, $181,500 in year 4, $199,650 in year 5, and $219,615 in year 6 and each subsequent year. The Minimum Royalty Fee has been waived until such time as the parties agree to reinstate the Minimum Royalty Fee.

Pursuant to the License Agreement and Amendment No. 1 to the License Agreement effective September 30, 2017 with the Bellissima Licensor (see Note 13a. above), Bellissima is obligated to pay the Bellissima Licensor a Royalty Fee equal to 10% of monthly gross sales (12.5% for sales in excess of defined Case Break Points) of Bellissima Brand products payable monthly. The Bellissima Licensor has the right to terminate the endorsement if Bellissima fails to sell 10,000 cases of Bellissima Brand products in year 1, 15,000 cases in year 2, or 20,000 cases in year 3 and each subsequent year.

c. Brand Licensing Agreement relating to Hooters Marks

On July 23, 2018, United ~~Spirits, Inc. (“United”)~~ executed a Brand Licensing Agreement (the ~~“Agreement”~~“Hooters Agreement”) with HI Limited Partnership (“the Licensor”). The Hooters Agreement provides United a license to use certain “Hooters” ~~Marks~~trademarks to manufacture, market, distribute, and sell alcoholic products.

The ~~Initial Term~~initial term of the Hooters Agreement is from July 23, 2018 through December 31, 2020. Provided that United is not in breach of any terms of the Hooters Agreement, United may extend the ~~Term~~term for an additional 3three years through December 31, 2023.

The Hooters Agreement provides for United’s payment of ~~Royalty Fees~~royalty fees (payable quarterly) to the Licensor equal to 6% of the net sales of the licensed products subject to a minimum royalty fee of $65,000 for ~~Agreement~~ year 1one (ending December 31, 2018), $255,000 for ~~Agreement~~ year 2,two, $315,000 for ~~Agreement~~ year 3three and 4,four, $360,000 for ~~Agreement~~ year 5,five, and $420,000 for ~~Agreement~~ year 6.six.

The Hooters Agreement also provided for United’s payment of an advance payment of $30,000 to the Licensor to be credited towards royalty fees payable to Licensor. On September 6, 2018, the $30,000 advance payment was paid to the Licensor. The Hooters Agreement also provides for United’s payment of a marketing contribution equal to 2% of the prior year’s net sales of the ~~Licensed Products.~~licensed products. If United fails to spend the required marketing contribution in any calendar year, the deficiency will be paid to Licensor.

For the ~~three~~nine months ended ~~March 31,~~September 30, 2020 and 2019, royalties expense under ~~this~~the Hooters Agreement was ~~$4,406~~$117,733 and ~~$63,750,~~$129,777, respectively.

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~~Iconic Brands, Inc. and Subsidiaries~~

~~Notes to Consolidated Financial Statements~~

~~Three months ended March 31, 2020 and 2019~~

d. Marketing and Order Processing Services Agreement

During October 2019, United ~~Spirits, Inc. (“United”)~~ executed a Marketing and Order Processing Services Agreement (the ~~“Agreement”~~“QVC Agreement”) with QVC, Inc. (“QVC”). Among other things, the Agreement provides for United’s grant to QVC of an exclusive worldwide right to promote the Bellissima products through direct response television programs.

The ~~Initial License Period~~initial license period commenced October 2019 and expires in December 2021 (i.e., two years after first airing of a Bellissima product). Unless either party notifies the other party in writing at least 30 days prior to the end of the ~~Initial License Period~~initial license period or any ~~Renewal License Period~~renewal license period of its intent to terminate the QVC Agreement, the License continually renews for additional two-year ~~periods (each, a “Renewal License Period” in perpetuity).~~periods.

The QVC Agreement provides for United’s payment of “Marketing Fees” (payable no less than monthly) to QVC in amounts agreed to between United and QVC from time to time. For the ~~three~~nine months ended ~~March 31,~~September 30, 2020, the ~~Marketing Fees~~marketing fees expense (payable to QVC) was ~~$53,724~~$373,960 and the direct response sales generated from QVC programs was ~~$252,340.~~$1,313,839.

e. Distribution Agreement

On May 1, 2015, BiVi entered into a Distribution Agreement with United ~~Spirits, Inc. (“United”)~~ for United to distribute and wholesale BiVi’s product and to act as the licensed importer and wholesaler. The Distribution Agreement provides United the exclusive right for a term of ten years to sell BiVi’s product for an agreed distribution fee equal to $1.00 per case of product sold. ~~United is owned and managed by Richard DeCicco, the controlling shareholder and chief executive officer of Iconic.~~

In November 2015, Bellissima and United agreed to have United distribute and wholesale Bellissima’s products under the same terms contained in the Distribution Agreement with BiVi described in the preceding paragraph.

Effective April 1, 2019, ~~Iconic~~the Company and United agreed to have United distribute and wholesale Hooters brand products under the same terms contained in the Distribution Agreement with BiVi described in the second preceding paragraph.

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~~Table of Contents~~

~~Iconic Brands, Inc. and Subsidiaries~~

~~Notes to Consolidated Financial Statements~~

~~Three months ended March 31, 2020 and 2019~~

f. Compensation Arrangements

Effective April 1, 2018, the Company executed ~~Employment Agreements~~employment agreements with its Chief Executive Officer, Richard DeCicco (“DeCicco”), and its Vice President of Sales and Marketing, Roseann Faltings (“Faltings”). Both agreements ~~have~~had a term of 24 months (to June 30, 2020). The DeCicco ~~Employment Agreement~~employment agreement provides for a base salary at the rate of $265,000 per annum and a compensation stock award of 300,000 shares of ~~Iconic~~ common stock issuable upon the effective date of the planned reverse stock split. The Faltings Employment Agreement provides for a base salary at the rate of $150,000 per annum and a compensation stock award of 100,000 shares of ~~Iconic~~ common stock issuable upon the effective date of the planned reverse stock split.

For the year ended December 31, 2018, wethe Company accrued a total of $311,250 officers compensation pursuant to these two ~~Employment Agreements.~~employment agreements. In 2018, the accrued compensation was allocated 50% to Iconic ($155,625), 40% to Bellissima ($124,500), and 10% to BiVi ($31,125). For the year ended December 31, 2019, wethe Company accrued a total of $415,000 officers compensation pursuant to these two ~~Employment Agreements~~employment agreements which was allocated 50% to Iconic ($207,500), 40% to Bellissima ($166,000), and 10% to BiVi ($41,500).

For the ~~three~~nine months ended ~~March 31,~~September 30, 2020, wethe Company accrued a total of ~~$103,750~~$311,250 officers compensation pursuant to these two ~~Employment Agreements~~employment agreements which was allocated 50% to Iconic ($~~51,875)~~155,625) and 50% to Bellissima ($~~51,875)~~155,625).

As of ~~March 31,~~September 30, 2020 and December 31, 2019, accrued officers compensation was ~~$837,800~~$851,300 and $813,050, respectively.

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g. Lease Agreements

On March 27, 2018, United ~~Spirits, Inc.~~ executed a lease extension for the Company’s office and warehouse space in North Amityville New York. The extension has a term of three years from February 1, 2018 to January 31, 2021 and provides for monthly rent of $4,478.

On January 1, 2019, United ~~Spirits, Inc.~~ executed a lease agreement with DeCicco and Faltings, the ~~two~~Company’s sole officers ~~of the Company~~and directors, to use part of their residence in Copiague, New York for Company office space. The agreement has a term of three years from January 1, 2019 to December 31, 2021 and provides for monthly rent of $3,930.

At ~~March 31,~~September 30, 2020, the future minimum lease payments under these two non-cancellable operating leases were:

Year ended December 31, 2020

$ 75,672

Year ended December 31, 2021

51,643

Total

$ 127,315

Year ended December 31, 2020	$	25,224
Year ended December 31, 2021		51,638

Total	$	76,862

The operating lease liabilities totaling ~~$118,229~~$72,749 at ~~March 31,~~September 30, 2020 as presented in the Consolidated Balance Sheets represents the discounted (at ~~our~~a 10% estimated incremental borrowing rate) value of the future lease payments of ~~$127,315~~$76,862 at ~~March 31,~~September 30, 2020.

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~~Table of Contents~~

~~Iconic Brands, Inc. and Subsidiaries~~

~~Notes to Consolidated Financial Statements~~

~~Three months ended March 31, 2020 and 2019~~

h. Endorsement Agreement

In February 2020, Iconic executed an Endorsement Agreement with an entity (“CEE”) controlled by Chase Elliott (“Elliott”), driver of the Hendrick Motorsports Number 9 NAPA/Hooter’s Chevrolet in races of the NASCAR Cup Series. The agreement, which has a term ending on December 31, 2021, provides Iconic the right to utilize Elliott’s name in connection with the promotion and distribution of Hooters brand products and requires CEE and Elliott to perform certain specified services for Iconic including certain promotional appearances. The agreement provides for compensation payable to CEE of (1) Initial Share Award of 100,000 shares of Iconic common stock (which was issued on February 24, 2020); (2) $75,000 year 2020 cash compensation (which was paid March 6, 2020); (3) $75,000 year 2021 cash compensation payable on or before February 15, 2021; and (4) Year 2021 Second Share Award of that number of shares of Iconic common stock equal to $75,000 based upon the average closing price of the common stock for the five trading days immediately preceding February 15, 2021.

For the ~~three~~nine months ended ~~March 31,~~September 30, 2020, wethe Company expensed ~~$16,495~~$100,345 in license fees relating to ~~the Endorsement Agreement.~~this endorsement agreement. As of ~~March 31,~~September 30, 2020, prepaid license fees relating to ~~the Endorsement Agreement~~this endorsement agreement was ~~$126,005.~~$42,155.

i. Concentration of sales

For the ~~three~~nine months ended ~~March 31,~~September 30, 2020 and 2019, sales consisted of:

	2020		2019		2020		2019
Bellissima product line:

QVC direct response sales	$	252,340	$	-	$	1,313,839	$	-
Other		80,105		118,213		728,663		531,126
Total Bellissima		332,445		118,213		2,042,502		531,126
BiVi product line		-		3,700		-		3,700
Hooters product line		73,441		-		131,182		-

Total	$	405,886	$	121,913	$	2,173,684	$	534,826

Accounts receivable due from QVC direct response sales was $207,433 as of September 30, 2020.

j. Related Party Transaction

During the nine months ended September 30, 2020 the Company paid rent for office space to the Chairman and Chief Executive officer of $36,195.

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k. Coronavirus

In December 2019, a novel strain of coronavirus was reported to have surfaced in China. The spread of this virus began to cause some business disruption in ~~our United States~~the Company’s operations commencing in March 2020. While the disruption is currently expected to be temporary, there is considerable uncertainty around the duration. Therefore, the Company expects this matter to negatively impact its operating results. However, the related financial impact and duration cannot be reasonably estimated at this time.

l. Uncompleted transactions

On August 7, 2020, the Company issued an aggregate of $2,100,000 face amount of 5% Original Issue Discount Promissory Notes to accredited investors for an aggregate purchase price of $2,000,000, which was deposited in an attorney escrow account pending satisfaction of certain conditions precedent to closing.

On September 23, 2020, the attorney escrow account returned the $2,000,000 cash to the accredited investors in partial satisfaction of the Original Issue Discount Promissory Notes, as the conditions precedent to closing were not satisfied.

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ITEM ~~2: Management’s Discussion and Analysis of Financial Condition and Results of Operations~~2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Our ~~Management’s Discussion~~management’s discussion and ~~Analysis contains~~analysis contain not only statements that are historical facts, but also statements that are forward-looking (within the meaning of Section 27A of the Securities Act ~~of 1933~~ and Section 21E of the ~~Securities~~ Exchange ~~Act of 1934).~~Act. Forward-looking statements are, by their very nature, uncertain and risky. These risks and uncertainties include international, national and local general economic and market conditions; demographic changes; our ability to sustain, manage, or forecast growth; our ability to successfully make and integrate acquisitions; raw material costs and availability; new product development and introduction; existing government regulations and changes in, or the failure to comply with, government regulations; adverse publicity; competition; the loss of significant customers or suppliers; fluctuations and difficulty in forecasting operating results; changes in business strategy or development plans; business disruptions; the ability to attract and retain qualified personnel; the ability to protect technology; and other risks that might be detailed from time to time in our filings with the Securities and Exchange Commission.include:

	·	international, national and local general economic and market conditions;

	·	demographic changes;

	·	our ability to sustain, manage, or forecast growth;

	·	our ability to successfully make and integrate acquisitions;

	·	raw material costs and availability;

	·	new product development and introduction;

	·	existing government regulations and changes in, or the failure to comply with, government regulations;

	·	adverse publicity;

	·	competition;

	·	the loss of significant customers or suppliers;

	·	fluctuations and difficulty in forecasting operating results;

	·	changes in business strategy or development plans;

	·	business disruptions;

	·	the ability to attract and retain qualified personnel;

	·	the ability to protect technology;

	·	health epidemics such as COVID-19; and

	·	other risks that might be detailed from time to time in our filings with the SEC.

Although the forward-looking statements in this Quarterly ~~Statement~~Report on Form 10-Q reflect the good faith judgment of our management, such statements can only be based on facts and factors currently known by them. Consequently, and because forward-looking statements are inherently subject to risks and uncertainties, the actual results and outcomes may differ materially from the results and outcomes discussed in the forward-looking statements. You are urged to carefully review and consider the various disclosures made by us in this ~~report~~Quarterly Report on Form 10-Q and in our other reports as we attempt to advise interested parties of the risks and factors that may affect our business, financial condition, and results of operations and prospects.

The following discussion and analysis of our financial condition and results of ~~operations of the Company~~operation is based upon, and should be read in conjunction with, ~~its~~our unaudited financial statements and related notes elsewhere in this Quarterly Report on Form 10-Q, which have been prepared in accordance with accounting principles generally accepted in the United States.

Summary Overview

Overview

We are a lifestyle branding company with ~~the highest~~ expertise ofin developing, from inception to completion, alcoholic beverages for ourselves and third parties. We market and place products into national distribution through long-standing industry relationships. We are a leader in “Celebrity Branding” of beverages, procuring superior and unique products from around the world and branding our products with ~~internationally recognized~~internationally-recognized celebrities. We currently market and sell the following products:

	•	Bellissima Prosecco – these products comprise a line of all-natural and Vegan Prosecco and Sparkling Wine made with organic grapes, including a Zero Sugar, Zero Carb option, a DOC Brut and a Sparkling Rose;

	•	Bella Sprizz Apertifs - these products comprise a line of aperitifs consisting of three different expressions, a classic Italian aperitif, an all-natural elderflower aperitif and a classic Italian bitter;

	•	BiVi Vodka – this product is made from semolina wheat grown out of the rich volcanic soil and pure mountain spring water of Sicily; and

	•	Hooters Spirits – these products comprise a line of private-label premium spirits that are sold under the Hooters brand. The full line of Hooters Spirits includes Vodka, Gin, Rum (Dark & Light), Tequila (Silver & Gold), American Whiskey and Hooters Heat Cinnamon Whiskey.

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In addition, we also develop private label spirits for domestic and international established chains.

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Our mission is to be the industry leader in brand development, marketing, and sales of the alcoholic beverages by capitalizing on our ability to procure products from around the world. Our relationships with internationally recognized celebrities will be leveraged to add value to a product and create brand awareness in unbranded niche categories.

We market and sell a line of line of all-natural and Vegan Prosecco and Sparkling Wine made with organic grapes, including a Zero Sugar, Zero Carb option, a DOC Brut and a Sparkling Rose, pursuant to a License Agreement entered into between our majority-owned (51%) subsidiary, Bellissima Spirits LLC and Christie Brinkley, Inc., an entity owned by supermodel and entrepreneur Christie Brinkley.

We also market and sell a Vodka product, under the brand “BiVi 100 percent Sicilian Vodka,” pursuant to a License Agreement entered into between our majority-owned (51%) subsidiary, BiVi LLC and Neighborhood Licensing, LLC, an entity owned by Chazz Palminteri.

In addition, we market and sell a line of private-label premium spirits under the Hooters brand, including Vodka, Gin, Rum (Dark & Light), Tequila (Silver & Gold), American Whiskey and Hooters Heat Cinnamon Whiskey, pursuant to a Marketing and Distribution Agreement entered into between us and United Spirits, Inc., a company owned and managed by Richard DeCicco, the ~~controlling shareholder,~~ President, Chief Executive Officer, Chief Financial Officer and Director of the Company, which we treat as a variable interest entity.

Recent Developments

~~Series G Preferred Stock Financing~~Exchange Agreement

On ~~January 12,~~July 24, 2020, we entered into ~~securities~~an Exchange Agreement, effective as of July 29, 2020, with Can B Corp., a Florida corporation f/k/a Canbiola, Inc. (“CANB”), pursuant to which we agreed to exchange the one million (1,000,000) shares of common stock of CANB (the “CANB Shares”) that we owned for the five hundred forty-three thousand seven hundred fourteen (543,714) shares of the Company’s common stock (the “ICNB Shares”) that were owned by CANB. The ICNB Shares were originally issued by us, in May 2019, in connection with the purchase ~~agreements with certain~~of Green Grow Farms, Inc. from New York Farms Group, Inc. In addition, as previously reported, we subsequently sold our interests in Green Grow to CANB for the CANB Shares pursuant to a Stock Purchase Agreement dated December 4, 2019, as amended on January 27, 2020.

5% Original Issue Discount Promissory Notes

On August 7, 2020, we issued an aggregate of $2,100,000 face amount of 5% Original Issue Discount Promissory Notes (the “Notes”) to accredited investors for an aggregate purchase price of $2,000,000. The Notes are due on the ~~sale~~earlier of: (i) September 4, 2020 (the “Maturity Date”); or (ii) the occurrence of an ~~aggregate~~Event of ~~1,500 shares~~Default (as defined). At our sole option, and so long as no Event of ~~our Series G Preferred Stock~~Default has occurred and ~~warrants~~is continuing, the Maturity Date may be extended by thirty (30) calendar days in exchange for an increase to ~~purchase up~~the original issue discount of the Notes to ~~1,200,000 shares~~10%. We may prepay, in whole or in part, the principal sum and interest under the Notes without the prior written consent of ~~our common stock~~holders. The Notes are unsecured obligations; however we have agreed that we shall not incur any other indebtedness which is senior in preference to the Notes.

The outstanding principal amount of the Notes together with all accrued and unpaid interest thereunder shall be exchangeable into such securities as may be issued by us in a Qualified Financing (as defined). In addition, if the Notes have not been exchange in connection with a Qualified Financing, the holders shall have the right, in their sole discretion, to convert the principal balance of the Notes (including the original issue discount), in whole or in part, into securities of the Company (or its successor or parent) (a “Conversion”) being issued in any private or public offering of equity securities of the Company (or its successor or parent) (an “Offering”) announced while the Notes are outstanding, upon the terms and conditions of the Offering, at a rate equal to, for ~~gross proceeds~~each $1 of ~~$1,500,000, before deducting placement agent~~principal amount of this Note surrendered, $1 of new consideration offered for such securities. Finally, at the holders sole option, to the extent that such Offering is not consummated at least two (2) business days prior to the Maturity Date, the holder shall be entitled to revoke its Conversion election and, ~~other offering expenses.~~upon such revocation, all outstanding amounts owing under the Notes shall be due and payable on the Maturity Date in accordance with the terms of the Notes.

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On September 23, 2020, the attorney escrow account returned the $2,000,000 cash to the accredited investors, in partial satisfaction of the Original Issue Discount Promissory Notes.

Going Concern

As a result of our current financial condition, we have received a report from our independent registered public accounting firm for our financial statements for the years ended December 31, 2019 and 2018 that includes an explanatory paragraph describing the uncertainty as to our ability to continue as a going concern. In order to continue as a going concern, we must effectively balance many factors and generate more revenue so that we can fund our operations from our sales and revenues. If we are not able to do this, we may not be able to continue as an operating company. Until we can grow revenues sufficient to meet our operating expenses, we must continue to raise capital by issuing debt or through the sale of our stock. There is no assurance that our cash flow will be adequate to satisfy our operating expenses and capital requirements.

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Results of Operations for the Three ~~months~~Months Ended ~~March 31,~~June 30, 2020 and 2019

Introduction

We had sales of ~~$405,886~~$712,198 for the three months ended ~~March 31,~~September 30, 2020 and ~~$121,913~~$267,619 for the three months ended ~~March 31, 20219,~~September 30, 2019, an increase of ~~$283,973.~~$444,579 or approximately 166%. Our operating expenses were ~~$1,065,558for the three months ended March 31, 2020, compared to $1,022,842~~$1,080,336 for the three months ended ~~March 31, 2019, an increase of $42,716or approximately 4%. Our net operating (loss) was ($912,098)~~September 30, 2020, compared to $1,150,998 for the three months ended ~~March 31, 2020, compared to~~September 30, 2019, a decrease of $70,662 or approximately 6%. Our net operating loss was ($~~982,364)~~637,901) for the three months ended ~~March 31,~~September 30, 2020, compared to ($1,004,169) for the three months ended September 30, 2019, a decrease of ~~$70,266~~$366,268 or approximately 7%36%.

We had sales of $2,173,684 for the nine months ended September 30, 2020 and $534,826 for the nine months ended September 30, 2019, an increase of $1,638,858 or approximately 306%. Our operating expenses were $3,411,371 for the nine months ended September 30, 2020, compared to $3,029,831 for the nine months ended September 30, 2019, an increase of $381,540 or approximately 13%. Our net operating loss was ($2,087,936) for the nine months ended September 30, 2020, compared to ($2,766,036) for the nine months ended September 30, 2019, a decrease of $678,100 or approximately 25%.

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Revenues and Net Operating Loss

Our operations for the three months ended ~~March 31,~~September 30, 2020 and 2019 were as follows:

March 31,

March 31,

Increase /

2020

2019

(Decrease)

Sales

$ 405,886

$ 121,913

$ 283,973

Cost of Sales

252,426

81,435

170,991

Gross Profit

153,460

40,478

112,982

Operating expenses:

Officers compensation

103,750

185,750

(82,000 )
Professional and consulting

186,789

448,519

(261,730 )
Royalties

15,964

75,188

(59,224 )
Investor relations

361,689

84,003

277,686

Marketing and advertising

128,645

46,467

82,178

Travel and entertainment

19,469

64,269

(44,800 )
Other operating expenses, including occupancy

249,252

118,646

130,606

Total operating expenses

1,065,558

1,022,842

42,716

Net operating income (loss)

(912,098 )

(982,364 )

(70,266 )
Other income (expense)

-

-

Net loss (income) attributable to noncontrolling interests in subsidiaries and variable interest entity

74,178

309,367

(235,189 )
Net income (loss) attributable to Iconic Brands, Inc

(837,920 )

(672,667 )

165,253

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	September 30,			September 30,			Increase /
	2020			2019			(Decrease)

Sales	$	712,198		$	267,619		$	444,579
Cost of Sales		269,763			120,790			148,973
Gross Profit		442,435			146,829			295,606

Operating expenses:
Officers compensation		103,750			103,750
Professional and consulting		330,282			147,078			183,204
Royalties		133,706			25,213			108,493
Investor relations		(31,392	)		-			(31,392	)
Marketing and advertising		322,479			305,222			17,257
Travel and entertainment		1,281			92,400			(91,119	)
Other operating expenses, including fulfillment and occupancy		220,230			477,335			(257,105	)
Total operating expenses		1,080,336			1,150,998			(70,662	)

Net operating income (loss)		(637,901	)		(1,004,169	)		(366,268	)
Loss on investment		(557,307	)		-			557,307

Net loss (income) attributable to noncontrolling interests in subsidiaries and variable interest entity		(23,893	)		35,846			59,739
Net income (loss) attributable to Iconic Brands, Inc		(1,219,101	)		(968,323	)		250,778

Sales

Our sales are comprised of sales of BiVi Sicilian Vodka, Bellissima Prosecco and Sparkling Wine, and the line of Hooters brand products introduced in August 2019. Sales were ~~$405,886~~$712,198 for the three months ended ~~March 31,~~September 30, 2020 and ~~$121,913~~$267,619 for the three months ended ~~March 31,~~September 30, 2019, an increase of ~~$283,973~~$444,579 or approximately ~~232%~~166%. The increase in sales was primarily due to continued expansion of the ~~OVC~~QVC Network sales of our Bellissima ~~products.~~products, which accounted for $342,000 of sales for the three months ended September 30, 2020 as compared to $0 for the three months ended September 30, 2019.

Cost of Sales

Cost of sales was ~~$252,426,~~$269,763, or approximately ~~62%~~38% of sales, for the three months ended ~~March 31,~~September 30, 2020 and ~~$81,435,~~$120,790, or approximately ~~67%~~45% of sales, for the three months ended ~~March 31,~~September 30, 2019. Cost of sales includes the cost of the products purchased from our suppliers, freight-in costs and import duties. The decrease in cost of sales as a percentage of sales is due primarily to product mix, sales volume and slightly lower production costs. There is a higher fulfillment cost associated with the sale of products on the QVC network which is detailed in the discussion below.

Officers Compensation

Officers compensation was $103,750 for the three months ended ~~March 31,~~September 30, 2020 and ~~$185,750~~2019. Officers compensation is paid to our two executives.

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Professional and Consulting Fees

Professional and consulting fees were $330,282 for the three months ended ~~March 31,~~September 30, 2020 as compared to $147,078 for the three months ended September 30, 2019, an increase of $183,204 or approximately 125%. Professional and consulting fees consist primarily of legal and accounting and auditing services. The increase was due to legal costs specifically associated with a contemplated transaction that was not completed.

Royalties

Royalties were $133,706, or approximately 16% of sales, for the three months ended September 30, 2020 as compared to $25,213 for the three months ended September 30, 2019, an increase of $108,493 or approximately 432%. Royalties increased primarily due to the recognition of minimum royalties due on the Hooters product line.

Marketing and Advertising

Marketing and advertising expenses were $322,479 for the three months ended September 30, 2020 as compared to $305,222 for the three months ended September 30, 2019, an increase of $17,257 or approximately 6%. The increase was a result of marketing fees associated with the QVC sales channel.

Travel and Entertainment

Travel and entertainment expenses were $1,281 for the three months ended September 30, 2020 as compared to $92,400 for the three months ended September 30, 2019, a decrease of $91,119 or approximately 98%. The decrease is a result of limited travel during the three months ended September 30, 2020 due to the COVID-19 environment. During the three months ended September 30, 2019, Company personnel attended numerous product development events.

Investor relations

Investor relation expenses were ($31,392) for the three months ended September 30, 2020 as compared to $0 for the three months ended September 30, 2019. The decrease and resulting credit were primarily related to refunds of previously paid costs associated with investor relations that will not be used.

Other Operating Expenses

Other operating expenses were $220,230 for the three months ended September 30, 2020 as compared to $477,335 for the three months ended September 30, 2019, a decrease of $257,105 or approximately 54%. The decrease was primarily related to reduction inexpenses incurred in 2019 relating to Green Grow, which were not incurred in 2020 because Iconic sold its 51% interest in Green Grow in December 2019.

Income (Loss) from Operations

We had a (loss) from operations of ($637,901) for the three months ended September 30, 2020 as compared to ($1,004,169) for the three months ended September 30, 2019, an decrease of $366,268 or approximately 36%. Our loss from operations decreased, as set forth above, primarily due to our increased sales, as discussed above, and the reduction in certain selling expenses.

Loss on investment

On July 29, 2020, we executed an Exchange Agreement with CANB and delivered the 543,714 shares of CANB common stock to CANB in exchange for CANB’s delivery to us of 1,000,000 shares of our common stock. The July 29, 2020 closing price of the CANB common stock was $0.95 per share. In the quarterly period ended September 30, 2020, we recognized treasury stock in the amount of $516,528 and we recognized a loss of $537,307 from our investment in CANB common stock.

Net Loss (income) attributable to Noncontrolling Interests in Subsidiaries and Variable Interest Entity

The net (income) attributable to noncontrolling interests in subsidiaries and variable interest entity represented 49% of the net loss of Bellissima, BiVi and Green Grow (which we owned 51% o) and 100% of United (which we own 0%) and is accounted for as an increase in the net loss attributable to our company. This net income was $(23,893) for the three months ended September 30, 2020 and was net loss of $35,846 for the three months ended September 30, 2019.

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Net Loss Attributable to Iconic Brands, Inc.

The net loss attributable to our company was ($1,219,101) for the three months ended September 30, 2020 as compared to ($968,323) for the three months ended September 30, 2019, an increase of $250,778 or approximately 26%. The net loss increased primarily due to the loss on investment in and receivable of Can B corp., offset by an increase in sales volume.

Results of Operations for the Nine Months Ended September 30, 2020 and 2019

Our operations for the nine months ended September 30, 2020 and 2019 were as follows:

	September 30,			September 30,			Increase /
	2020			2019			(Decrease)

Sales	$	2,173,684		$	534,826		$	1,638,858
Cost of Sales		850,249			271,031			579,218
Gross Profit		1,323,435			263,795			1,059,640

Operating expenses:
Officers compensation		311,250			393,250			(82,000	)
Professional and consulting		792,205			1,014,133			(221,928	)
Royalties		171,254			178,710			(7,456	)
Investor relations		525,448			-			525,448
Marketing and advertising		597,652			389,103			208,549
Travel and entertainment		20,471			236,114			(215,643	)
Other operating expenses, including fulfillment and occupancy		993,091			818,521			174,570
Total operating expenses		3,411,371			3,029,831			381,540

Net operating income (loss)		(2,087,936	)		(2,766,036	)		678,100
Loss on investment		(483,472	)		-			483,472

Net loss (income) attributable to noncontrolling interests in subsidiaries and variable interest entity		(37,321	)		435,939			(473,260	)
Net income (loss) attributable to Iconic Brands, Inc.		(2,608,729	)		(2,330,097	)		(278,632	)

Sales

Our sales are comprised of sales of BiVi Sicilian Vodka, Bellissima Prosecco and Sparkling Wine, and the line of Hooters brand products introduced in August 2019. Sales were $2,173,684 for the nine months ended September 30, 2020 as compared to $534,826 for the nine months ended September 30, 2019, an increase of $1,638,858 or approximately 306%. The increase in sales was primarily due to continued expansion of the QVC Network sales of our Bellissima products, which accounted for $1,435,000 of sales for the nine months ended September 30, 2020 as compared to $0 for the nine months ended September 30, 2019.

Cost of Sales

Cost of sales was $850,249, or approximately 39% of sales, for the nine months ended September 30, 2020 as compared to $271,031, or approximately 51% of sales, for the nine months ended September 30, 2019. Cost of sales includes the cost of the products purchased from our suppliers, freight-in costs and import duties. The decrease in cost of sales as a percentage of sales is due primarily to product mix, sales volume and slightly lower production costs. There is a higher fulfillment cost associated with the sale of products on the QVC network which is detailed in the discussion below.

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Officers Compensation

Officers compensation was $311,250 for the nine months ended September 30, 2020 as compared to $393,250 for the nine months ended September 30, 2019, a decrease of $82,000. Officers compensation in 2019 includes a catch-up accrual of $82,000 relating to employment agreements executed on April 1, 2018 with our two sole company officers.

Professional and Consulting Fees

Professional and consulting fees were ~~$186,789~~$792,205 for the ~~three~~nine months ended ~~March 31,~~September 30, 2020 ~~and $448,519~~as compared to $1,014,133 for the ~~three~~nine months ended ~~March 31,~~September 30, 2019, ana decrease of ~~$261,730.~~$221,928. Professional and consulting fees consist primarily of legal and accounting and auditing services. The decrease was a result of ~~lower professional fees as we~~expenses incurred in 2019 relating to Green Grow, which were ~~engaged~~not incurred in ~~a purchase transaction~~2020 because Iconic sold its 51% interest in Green Grow in December 2019.

Royalties

Royalties were ~~$15,964,~~$171,254, or approximately 4%7.4% of sales, for the ~~three~~nine months ended ~~March 31,~~September 30, 2020 ~~and $75,188~~as compared to $178,710, or approximately 33% for the ~~three~~nine months ended ~~March 31,~~June 30, 2019, a decrease of ~~$59,224.~~$7,456. Royalties decreased primarily ~~due to the~~because sales to QVC in 2020 dodid not have a royalty associated with them, ~~and~~offset by minimum royalties due on the Hooters contract, whereas in 2019 we paid a royalty advance on our Hooters product ~~line.~~line and recognized a minimum royalty due.

Investor Relations.

Investor relation expenses were $525,448 for the nine months ended September 30, 2020 as compared to $0 for the nine months ended June 30, 2019, an increase of $525,448. The increase was primarily related to costs associated with an increased effort in investor relations activity, as well as stock-based compensation expenses incurred as a result of the issuance of shares to our investor relations advisory firm.

Marketing and Advertising

Marketing and advertising expenses were ~~$128,645~~$597,652 for the ~~three~~nine months ended ~~March 31,~~September 2020 ~~and $46,467~~as compared to $389,103 for the ~~three~~nine months ended ~~March 31,~~September 30, 2019, an increase of ~~$82,178~~$208,549, or approximately ~~177%~~54%. The increase was a result of marketing fees associated with the QVC sales channel.

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~~Occupancy Costs~~

~~Occupancy costs were $22,251 for the three months ended March 31, 2020 and $27,623 for the three months ended March 31, 2019, a decrease of $5,372.~~

Travel and Entertainment

Travel and entertainment expenses were ~~$19,469~~$20,471 for the ~~three~~nine months ended ~~March 31,~~September 30, 2020 ~~and $64,269~~as compared to $236,114 for the ~~three~~nine months ended ~~March 31,~~September 30, 2019, a decrease of ~~$44,800~~$215,643 or approximately ~~70%~~21%. The decrease is a result of ~~timing of~~limited to no travel during the nine months ended September 30, 2020 due to the COVID-19 environment. During the nine months ended September 30, 2019, Company personnel attended numerous product development ~~activity.~~

~~Investor relations~~

~~Investor relation expenses were $361,689 for the three months ended March 31, 2020~~events and ~~$84,003 for the three months ended March 31, 2019, an increase of $277,686 or approximately 330%. The increase was primarily~~had sales related ~~to cost associated with a large investor relations campaign, including a national road show.~~travel expenses.

Other Operating Expenses

Other operating expenses were ~~$227,001~~$993,091 for the ~~three~~nine months ended ~~March 31,~~September 30, 2020 ~~and $91,023~~as compared to $818,521 for the ~~three~~nine months ended ~~March 31,~~September 30, 2019, an increase of ~~$135,978~~$174,570 or approximately ~~149%~~21%. The increase was primarily related to ~~cost~~fulfillment costs of $287,000 associated with the sale of products on the QVC network and costs associated with equity financing ~~transactions.~~transactions, offset by a reduction in other miscellaneous categories.

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Income (Loss) from Operations

We had a (loss) from operations of ($~~912,098)~~2,087,936) for the ~~three~~nine months ended ~~March 31,~~September 30, 2020 ~~and~~as compared to ($~~982,364)~~2,766,036) for the ~~three~~nine months ended ~~March 31,~~September 30, 2019, ~~an increase~~a decrease of ~~$70,266~~$678,100, or approximately 7%25%. Our loss from operations decreased, as set forth above, primarily because certain operating expenses, marketing and advertising and other operating expenses, increased, offset by an increase in sales.

Loss on investment

On July 29, 2020, we executed an Exchange Agreement with CANB and delivered the 543,714 shares of CANB common stock to CANB in exchange for CANB’s delivery of 1,000,000 shares of ICNB common stock to the Company. The July 29, 2020 closing price of the CANB common stock was $0.95 per share. In the nine month period ended September 30, 2020, we recognized treasury stock in the amount of $516,528 and we recognized a loss of $483,472 from our investment in CANB common stock.

Net Loss (income) attributable to Noncontrolling Interests in Subsidiaries and Variable Interest Entity

The net loss (income) attributable to noncontrolling interests in subsidiaries and variable interest entity represents 49% of the net loss (income) of Bellissima, BiVi and Green Grow (which we ~~own~~owned 51%) and 100% of United Spirits (which we own 0%) and is accounted for as a reduction (increase) in the net loss attributable to the Company. This net ~~loss~~(income) was ~~$74,178~~($37,321) for the ~~three~~nine months ended ~~March 31,~~September 30, 2020 and ~~$309,697for~~was a loss of $435,939 for the ~~three~~nine months ended ~~March 31,~~September 30, 2019, ana decrease of ~~$235,519.~~$473,260.

Net Loss Attributable to Iconic Brands, Inc.

The net loss attributable to Iconic Brands, Inc. was ($~~837,920)~~2,608,729) for the ~~three~~nine months ended ~~March 31,~~September 30, 2020 and ($~~672,667)~~2,330,097) for the ~~three~~nine months ended ~~March 31,~~September 30, 2019, an increase of ~~$165,253~~$278,632, or approximately ~~25%~~12%. The net loss ~~from Iconic Brands~~ increased primarily ~~as a result~~because of lower net ~~loss~~income of ~~$253,519~~$473,260 attributable to noncontrolling interests in subsidiaries and variable interest ~~entity.~~

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entity, higher operating costs of $381,540 and loss on investment of $483,472 offset by increased sales and resulting gross margin of $1,059,640.

Liquidity and Capital Resources

Introduction

During the ~~three~~nine months ended ~~March 31,~~September 30, 2020 and ~~March 31,~~September 30, 2019, we had negative operating cash flows. Our cash on hand as of ~~March 31,~~September 30, 2020 was ~~$916,686,~~$499,100, which was derived primarily from the sale of Series G preferred stock and warrants. Our monthly cash flow burn rate for 2019 was approximately ~~$228,000,~~$307,000, and our monthly burn rate through the ~~three~~nine months ended ~~March 31,~~September 30, 2020 was approximately ~~$225,000.~~$218,000. We have strong medium to long term cash needs. We anticipate that these needs will be satisfied through the issuance of debt or ~~the sale of our~~equity securities until such time as our cash flows from operations will satisfy our cash flow needs.

Our cash, current assets, total assets, current liabilities, and total liabilities as of ~~March 31,~~September 30, 2020 and December 31, 2019, respectively, were as follows:

	March 31,		December 31,					September 30,		December 31,
	2020		2019		Change			2020		2019		Change

Cash	$	916,686	$	263,638	$	653,048		$	499,100		263,638		235,462
Total Current Assets		1,928,800		1,411,185		517,615			1,576,246		1,411,185		165,061
Total Assets		3,067,333		2,568,021		499,312			1,665,243		2,568,021		(902,778	)
Total Current Liabilities		1,827,522		2,028,676		(201,154	)		2,371,613		2,028,676		342,937
Total Liabilities	$	1,861,465		2,077,823		(216,358	)	$	2,383,210		2,077,823		305,387

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Our cash increased $653,048 and total current assets increased $517,615. Our total current liabilities decreased $201,154 as our accounts payable and accrued expenses decreased, reflecting our decrease in professional and consulting fees. Our total liabilities decreased $216,358. Our stockholders’ equity increased from $490,198 to $1,205,868due primarily to proceeds from the sale of preferred stock.

~~In order to~~To repay our obligations in full or in part when due, we will be required to raise significant capital from other sources. There is no assurance, however, that we will be successful in these efforts.

Cash Requirements

Our cash on hand as of ~~March 31,~~September 30, 2020 was ~~$916,686.~~$499,100. Based on our ~~minimal~~ sales and annualized monthly burn rate of approximately ~~$225,000~~$218,000 per month, we will need to raise additional funding through strategic relationships, public or private equity or debt financings. If such funding is not available, or not available on terms acceptable to us, our current development plans may be curtailed.

We have funded our operations from proceeds from the sale of equity and debt securities. We will require significant additional capital to make the investments we need to execute our longer-term business plan. Our ability to successfully raise sufficient funds through the sale of debt or equity securities when needed is subject to many risks and uncertainties and, even if we are successful, future equity issuances would result in dilution to its existing stockholders and any future debt securities may contain covenants that limit our operations or ability to enter into certain transactions.

Sources and Uses of Cash

Operations

We had net cash used in operating activities for the ~~three~~nine months ended ~~March 31,~~September 30, 2020 of ($~~622,857)~~1,037,220), compared to ($~~369,576)~~2,408,872) for the ~~three~~nine months ended ~~March 31,~~June 30, 2019. For the ~~three~~nine months ended ~~March 31,~~September 30, 2020, the net cash used in operating activities consisted primarily of our net loss of ($~~837,920) plus a net loss attributable to non-controlling interests~~2,608,729) and an increase in ~~our subsidiaries~~inventories of ($~~74,178) and inventories increase of ($64,344)~~115,424), offset primarily by stock-based compensation of ~~$243,081~~$537,800. For the nine months ended September 30, 2019, the net cash used in operating activities consisted primarily of our net loss of ($2,330,097) and ~~accounts payable and accrued expenses~~an increase in inventories of ~~$153,575.~~($460, 878), offset by net stock based compensation expense ( non-cash) of $775,700.

Investments

Except for ~~$8,708~~$19,708 of furniture ~~purchased~~purchases and leasehold improvements that were incurred in 2020 and $15,000 of leasehold improvements in ~~2020,~~2019, we had no investing activities for the ~~three~~nine months ended ~~March 31,~~September 30, 2020 or ~~March 31,~~September 30, 2019.

~~- 9 -~~

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Financing

Our net cash provided by financing activities for the ~~three~~nine months ended ~~March 31,~~September 30, 2020 was ~~$1,284,613~~$1,292,390, compared to ~~$340,630~~$3,602,711 for the ~~three~~nine months ended ~~March 31,~~September 30, 2019, which consisted principally of proceeds from the sale of our Series G preferred stock and warrants.

January 2020 Financing

On January 12, 2020, we entered into securities purchase agreements (collectively, the “Purchase Agreement”) with certain accredited investors for the sale of an aggregate of 1,500 shares of ~~the Company’s~~our series G convertible preferred stock (the “Series G Convertible Preferred ~~Stock~~stock”), and warrants (the “Warrants”) to purchase 1,200,000 shares of our common stock for gross proceeds of $1,500,000, before deducting placement agent and other offering expenses. ~~The terms of the Series G Convertible Preferred Stock are set forth under Items 3.02 and 5.03 below.~~

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The Warrants are exercisable for a period of five years from the date of issuance at an exercise price of $1.25 per share (the “Exercise Price”). The Investors may exercise the Warrants on a cashless basis if the shares of common stock underlying the Warrants are not then registered pursuant to an effective registration statement.

The conversion price of the Series G Convertible Preferred ~~Stock~~stock and the exercise price of the Warrants are subject to anti-dilution adjustment for subsequent lower price issuances by ~~the Company,~~us, as well as customary adjustments provisions for stock splits, stock dividends, recapitalizations and the like.

The Series G Convertible Preferred ~~Stock~~stock and the Warrant each contain a beneficial ownership limitation that restricts each of the Investor’s ability to exercise the Warrants and convert the Series G Convertible Preferred ~~Stock~~stock such that the number of shares of ~~the Company~~our common stock held by each of them and their affiliates after such conversion or exercise does not exceed 4.99% or 9.99% (at the election of the Investor) of ~~the Company’s~~our then issued and outstanding shares of common stock.

The Purchase Agreement also provides that until the 18 month anniversary of the date of the Purchase Agreement, in the event of a subsequent financing (except for certain exempt issuances as provided in the Purchase Agreement) by ~~the Company,~~us, each Investor that invested over $500,000 pursuant to the Purchase Agreement will have the right to participate in such subsequent financing up to an amount equal to the Investor’s proportionate share of the subsequent financing based on such Investor’s participation in this private placement on the same terms, conditions and price provided for in the subsequent financing up to an amount equal to 50% of the subsequent financing. The Purchase Agreements also provide that for as long as the Series G Convertible Preferred ~~Stock~~stock or Warrants are outstanding, if ~~the Company effects~~we effect a subsequent financing, an Investor may elect, in its sole discretion, to exchange all or a portion of the Series G Convertible Preferred ~~Stock~~stock then held by such Investor for any securities issued in a subsequent financing on a $1.00 for $1.00 basis, provided such subsequent financing is not a firm commitment underwritten offering.

From the date of the Purchase Agreement until the date that is the earlier of (i) nine (9) months following the date of the Purchase Agreement and (ii) the date that the VWAP for 10 consecutive Trading Days following January 12, 2020 is greater than $1.25, subject to adjustment, ~~the Company~~we shall not issue, enter into any agreement to issue or announce the issuance or proposed issuance of any shares of common stock or Common Stock Equivalents (as defined in the Purchase Agreement).

We also entered into separate Registration Rights Agreements with the Investors, pursuant to which ~~the Company~~we agreed to undertake to file a registration statement to register the resale of the shares underlying the Series G Convertible Preferred ~~Stock~~stock and Warrants within ten (10) days following the date of written demand by the lead investor (the “Demand Date”), and to maintain the effectiveness of the registration statement until all of such shares of Common Stock have been sold or are otherwise able to be sold pursuant to Rule 144 under the Securities Act, without any restrictions. If we fail to file the registration statement or have it declared effective by the dates set forth above, among other things, ~~the Company is~~we are obligated to pay the investors liquidated damages in the amount of 1% of their subscription amount, per month, until such events are satisfied.

~~- 10 -~~

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Off-Balance Sheet Arrangements; Commitments and Contractual Obligations

As of ~~March 31,~~September 30, 2020, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K and did not have any commitments or contractual obligations.

ITEM ~~3 Quantitative and Qualitative Disclosures About Market Risk~~3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

~~As a smaller reporting company, we~~We are not required to provide the information required by this ~~Item.~~Item as it is a “smaller reporting company,” as defined in Rule 12b-2 of the Exchange Act.

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ITEM ~~4 Controls and Procedures~~4. CONTROLS AND PROCEDURES

(a) Disclosure Controls and Procedures

We conducted an evaluation, with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the ~~Securities Exchange Act of 1934, as amended, or the~~ Exchange Act, as of ~~March 31,~~September 30, 2020, to ensure that information required to be disclosed by us in the reports filed or submitted by us under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the ~~Securities Exchange Commission’s~~SEC’s rules and forms, including to ensure that information required to be disclosed by us in the reports filed or submitted by us under the Exchange Act isare accumulated and communicated to our management, including our ~~principal executive~~Chief Executive Officer and ~~principal financial officer, or persons performing similar functions,~~Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer ~~have~~ concluded that, as of ~~March 31,~~September 30, 2020, our disclosure controls and procedures were not effective at the reasonable assurance level due to the material weaknesses identified and described in our Annual Report on Internal Control Over Financial Reporting filed in our Annual Report on Form ~~10-K.~~10-K for the year ended December 31, 2019.

Our ~~principal executive officers do~~Chief Executive Officer and Chief Financial Officer does not expect that our disclosure controls or internal controls will prevent all errors and all fraud. Although our disclosure controls and procedures were designed to provide reasonable assurance of achieving their objectives and our ~~principal executive officers are~~Chief Executive Officer and Chief Financial Officer is determined to make our disclosure controls and procedures ~~effective at doing so, a control system,~~effective; however, in designing and evaluating disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute ~~assurance~~assurances that the objectives of the system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented if there exists in an individual a desire to do so. There can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

(b) Changes in Internal Control over Financial Reporting

~~No change~~There were no changes in our ~~system of~~ internal control over financial reporting ~~occurred~~ during ~~the period covered by this report, the three month period ended March 31, 2020,~~our most recent fiscal quarter that ~~has~~have materially affected, or isare reasonably likely to materially affect, our internal control over financial reporting.

~~- 11 -~~14

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PART II – OTHER INFORMATION

ITEM ~~1 Legal Proceedings~~1. LEGAL PROCEEDINGS

From time to time, we may be subject to litigation and claims arising in the ordinary course of business. We are not currently a party to any material legal proceedings and we are not aware of any pending or threatened legal proceeding against us that we believe could have a material adverse effect on our business, operating results, cash flows or financial condition.

ITEM ~~1A Risk Factors~~1A. RISK FACTORS

~~The Company is~~We are not required to provide the information required by this Item as it is a “smaller reporting company,” as defined in Rule ~~229.10(f)(1).~~12b-2 of the Exchange Act.

ITEM ~~2 Unregistered Sales of Equity Securities and Use of Proceeds~~2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Except as ~~set forth below or~~ previously reported on a Current Report on Form 8-K, we had no unregistered sales of equity securities during the ~~three month period~~quarter ended ~~March 31,~~September 30, 2020.

On January 12, 2020, the Company entered into securities purchase agreements with certain accredited investors for the sale of an aggregate of 1,500 shares of the Company’s series G convertible preferred stock, and warrants to purchase 1,200,000 shares of our common stock for gross proceeds of $1,500,000

On January 12, 2020, the Company issued an aggregate of 375,000 shares of common stock to a FINRA-registered broker-dealer and certain individuals associated with the broker-dealer for services related to the January 202 Offering of Series G Convertible Preferred Stock.

~~On January 22, 2020, and February 27, 2020, the Company issued a total of 160,000 shares of its common stock to an investor relations firm for services rendered to the Company.~~

~~On January 26, 2020, the Company issued 150,000 shares of its common stock to a consulting firm for services rendered to the Company.~~

~~On February 12, 2020, February 13, 2020, and February 14, 2020, three holders converted a total of 675,000 shares of Series E Preferred Stock into a total of 270,000 shares of Iconic common stock.~~

~~From January 16, 2020 to February 24, 2020, two holders converted a total of 190 shares of Series F Preferred Stock into a total of 304,000 shares of Iconic common stock.~~

~~On February 24, 2020, the Company issued 100,000 shares of its common stock to William Clyde Elliot II pursuant to an Endorsement Agreement effective as of February 24, 2020.~~

~~On February 24, 2020, the Company issued 50,000 shares of its common stock to a consulting firm for services rendered to the Company.~~

~~All of the issuances were exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, there was no solicitation, and the investors were accredited or sophisticated.~~

ITEM ~~3 Defaults Upon Senior Securities~~3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM ~~4 Mine Safety Disclosures~~4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM ~~5 Other Information~~5. OTHER INFORMATION

None.

~~- 12 -~~15

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ITEM ~~6 Exhibits~~6. EXHIBITS

(a) Exhibits

Exhibit No.		Description of Exhibits

~~3.1~~		~~Certificate of Designation of Series G Convertible Preferred Stock (Incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K filed on January 13, 2020).~~

~~10.1~~		Form of Securities Purchase Agreement, dated January 12, 2020 between Iconic Brands, Inc. and the signatories thereto (Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on January 13, 2020).

~~10.2~~		~~Form of Warrant (Incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed on January 13, 2020).~~

~~10.3~~10.1*		~~Form~~Limited Liability Company Operating Agreement of ~~Registration Rights Agreement,~~Bellissima Spirits LLC, dated ~~January 12, 2020, between Iconic Brands, Inc. and the signatories thereto (Incorporated by reference to Exhibit 10.3 to the Company’s Form 8-K filed on January 13, 2020).~~as of November 15, 2015

~~10.4~~10.2*		~~Form~~Limited Liability Company Operating Agreement of ~~Lock-Up Agreement~~BIVI LLC, dated ~~January 12, 2020 (Incorporated by reference to Exhibit 10.4 to the Company’s Form 8-K filed on January 13, 2020).~~as of May 15, 2015

~~101.INS~~31.1*		Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2*		Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1*		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2*		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS*		XBRL Instance Document

~~101.SCH~~101.SCH*		XBRL Schema Document

~~101.CAL~~101.CAL*		XBRL Calculation Linkbase Document

~~101.DEF~~101.DEF*		XBRL Definition Linkbase Document

~~101.LAB~~101.LAB*		XBRL Labels Linkbase Document

~~101.PRE~~101.PRE*		XBRL Presentation Linkbase Document

_______________

~~_______________~~

~~(1)~~	~~Incorporated by reference to Form SB-2 filed on November 30, 2007.~~
~~(2)~~	~~Incorporated by reference to our Registration Statement on Form S-1 filed on September 19, 2018 (File No. 333-227420).~~

* Filed herewith.

~~- 13 -~~16

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	Iconic Brands, Inc.

Dated: ~~May 15,~~November 16, 2020	By:	/s/ Richard J. DeCicco
		Richard J. DeCicco
	~~Its:~~Title:	Chief Executive Officer and Chief Financial Officer (Principal Executive, Financial and Accounting Officer)

~~- 14 -~~17

	Series A Preferred Stock, $.001 par				Series C Preferred Stock, $.001 par						Series D Preferred Stock, $.001 par					Series E Preferred Stock, $.001 par						Series F Preferred Stock, $1,000 stated value per share						Series G Preferred Stock, $1,000 stated value per share				Common Stock, $.001 par				Common Stock to be issued to Escrow Agent, $0.001 par						Additional Paid-in			Noncontrolling Interests in Sub- sidiaries and Variable Interest			Accumulated
	Shares		Amount		Shares			Amount			Shares			Amount		Shares			Amount			Shares			Amount			Shares		Amount		Shares		Amount		Shares			Amount			Capital			Entity			Deficit			Total

Three Months Ended March 31, 2020
Balance at January 1, 2020		1	$	1		-		$	-			-		$	-		2,790,224		$	2,790			3,156		$	3,155,750			-	$	-		14,576,681	$	14,577		-			-		$	21,282,679		$	(1,039,851	)	$	(22,925,748	)	$	490,198
Sale of Series G Preferred Stock and warrants		-		-		-			-			-			-		-			-			-			-			1,475		1,475,000		-		-		-			-			-			-			-			1,475,000
Placement agent fees and stock-based compensation		-		-		-			-			-			-		-			-			-			-			-		-		375,000		375		-			-			(150,375	)		-			-			(150,000	)
Issuance of common stock in exchange for Series E Preferred Stock		-		-		-			-			-			-		(675,000	)		(675	)		-			-			-		-		270,000		270		-			-			405			-			-			-
Issuance of common stock in exchange for Series F Preferred Stock		-		-		-			-			-			-		-			-			(190	)		(190,000	)		-		-		304,000		304		-			-			189,696			-			-			-
Issuance of common stock in exchange for services rendered and to be rendered		-		-		-			-			-			-		-			-			-			-			-		-		460,000		460		-			-			302,308			-			-			302,768
Net loss		-		-		-			-			-			-		-			-			-			-			-		-		-		-		-			-			-			(74,178	)		(837,920	)		(912,098	)

Balance at March 31, 2020		1	$	1		-			-			-			-		2,115,224		$	2,115			2,966		$	2,965,750			1,475	$	1,475,000		15,985,681	$	15,986		-			-		$	21,624,713			(1,114,029	)	$	(23,763,668	)	$	1,205,868

Three Months Ended March 31, 2019

Balance, January 1, 2019 (as previously reported)		1	$	1		1,000		$	1			10		$	-		6,602,994		$	6,603			-		$	-			-	$	-		5,440,312	$	5,440		534,203		$	534		$	18,798,438		$	(615,300	)	$	(21,233,083	)	$	(3,037,366	)

Cumulative effect adjustment relating to reduction of derivative liability on warrants, pursuant to ASU 2017-11		-		-		-			-			-			-		-			-			-			-			-		-		-		-		-			-			-			-			2,261,039			2,261,039

Balance, January 1, 2019 (as adjusted)		1		1		1,000			1			10			-		6,602,994			6,603			-			-			-		-		5,440,312		5,440		534,203			534			18,798,438			(615,300	)		(18,972,044	)		(776,327	)

Common stock issued to Escrow Agent		-		-		-			-			-			-		-			-			-			-			-		-		534,203		534		(534,203	)		(534	)		-			-			-			-
Sale of Series E Preferred Stock and warrants in connection with Securities Purchase Agreement dated September 27, 2018		-		-		-			-			-			-		1,362,520			1,363			-			-			-		-		-		-		-			-			339,267			-			-			340,630
Issuance of common stock in connection with Settlement and Release Agreement dated February 7, 2019		-		-		-			-			-			-		-			-			-			-			-		-		120,000		120		-			-			91,080			-			-			91,200
Issuance of common stock in connection with Business Development Agreement dated March 15, 2019		-		-		-			-			-			-		-			-			-			-			-		-		150,000		150		-			-			199,350			-			-			199,500
Issuance of common stock in exchange for the surrender of Series C Preferred Stock on March 27, 2019		-		-		(1,000	)		(1	)		-			-		-			-			-			-			-		-		1,000,000		1,000		-			-			(999	)		-			-			-
Issuance of common stock in exchange for the surrender of Series D Preferred Stock on March 27, 2019		-		-		-			-			(10	)		-		-			-			-			-			-		-		1,000,000		1,000		-			-			(1,000	)		-			-			-
Adjustment		-		-		-			-			-			-		-			-			-			-			-		-		-		-		-			-			(1	)		-			258			257
Net income (loss)		-		-		-			-			-			-		-			-			-			-			-		-		-		-		-			-			-			(309,697	)		(672,667	)		(982,364	)

Balance, March 31, 2019		1	$	1		-		$	-			-		$	-		7,965,514		$	7,966			-		$	-			-	$	-		8,244,515	$	8,244		-		$	-		$	19,426,135		$	(924,997	)	$	(19,644,453	)	$	(1,127,104	)

	Three Months Ended March 31,
	2020			2019
Operating Activities:
Net loss attributable to Iconic Brands, Inc.	$	(837,920	)	$	(672,667	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Net loss attributable to noncontrolling interests in subsidiaries and variable interest entity		(74,178	)		(309,697
Issuance of note payable to consultant		-			50,000
Stock-based compensation		243,081			290,700
Depreciation and amortization		4,615			-
Changes in operating assets and liabilities:
Accounts receivable		325,782			9,566
Inventories		(64,344	)		41,768
Prepaid expenses		(66,318	)		-
Accounts payable and accrued expenses		(153,575	)		220,754

Net cash used in operating activities		(622,857	)		(369,576	)

Investing Activities:
Leasehold improvements		-			-
Furniture and equipment		(8,708	)		-

Net cash used in investing activities		(8,708	)		-

Financing Activities:
Proceeds from sale of Series G Preferred Stock and warrants (net of placement agent fees of $150,000)		1,325,000			-
Proceeds from sale of Series E Preferred Stock and warrants		-			340,630
Repayment of note payable		(25,000	)		-
Loans payable to officer and affiliated entity		(15,387	)		-

Net cash provided by financing activities		1,284,613			340,630

Increase (decrease) in cash and cash equivalents		653,048			(28,946	)

Cash and cash equivalents, beginning of period		263,638			191,463

Cash and cash equivalents, end of period	$	916,686		$	162,517

SUPPLEMENTAL CASH FLOW INFORMATION:
Income taxes paid	$	-		$	-
Interest paid	$	-		$	-

NON-CASH INVESTING AND FINANCING ACTIVITIES:

Issuance of common stock in exchange for the surrender of Series C Preferred Stock and Series D Preferred Stock	$	-		$	2,000

Issuance of common stock in exchange for Series E Preferred Stock	$	270		$	-

Issuance of common stock in exchange for Series F Preferred Stock	$	304		$	-

Issuance of common stock to Escrow Agent in connection with Settlement Agreement and Amended Settlement Agreement	$	-		$	534

Balance Sheets:	March 31, 2020			December 31, 2019
Cash and cash equivalents	$	647,742		$	130,454
Intercompany receivable from Iconic (A)		-			56,495
Right-of-use asset		42,794			54,955
Total assets	$	690,536		$	241,904

Accounts payable and accrued expense	$	190,321		$	187,658
Loans payable to officer and affiliated entity		72,692			88,077
Intercompany payable to Iconic (A)		3,200			-
Intercompany payable to Bellissima (A)		794,156			317,722
Intercompany payable to BiVi (A)		66,876			66,876
Operating lease liability		42,794			54,955
Total Liabilities		1,170,039			715,288
Noncontrolling interest in VIE		(479,503	)		(473,384	)
Total liabilities and stockholders’ deficiency	$	690,536		$	241,904

	Three months ended March 31,
Statements of operations:	2020			2019
Intercompany distribution income (A)	$	3,125		$	2,075

Royalty expense		-			63,750
Officers’ compensation		-			82,000
Other operating expenses – net		9,245			9,028
Total operating expenses		9,245			154,778
Net income (loss)	$	(6,120	)	$	(152,703	)

Year ended December 31, 2020	$	75,672
Year ended December 31, 2021		51,643

Total	$	127,315